GEODYNE ENERGY INCOME LTD PARTNERSHIP III-A
10-Q, 1996-11-14
CRUDE PETROLEUM & NATURAL GAS
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<PAGE>

                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549

                               FORM 10-Q

        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                   SECURITIES EXCHANGE ACT OF 1934 

For the quarter ended September 30, 1996

Commission File Number:
    III-A:  0-18302   III-B:  0-18636   III-C:  0-18634   
    III-D:  0-18936   III-E:  0-19010   III-F:  0-19102  
    III-G:  0-19563

            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
        ------------------------------------------------------
        (Exact name of Registrant as specified in its Articles)

                                     III-A 73-1352993
                                     III-B 73-1358666
                                     III-C 73-1356542
                                     III-D 73-1357374
                                     III-E 73-1367188
                                     III-F 73-1377737
         Oklahoma                    III-G 73-1377828
- ----------------------------  -----------------------------------
(State or other jurisdiction   (I.R.S. Employer Identification No.)   
of incorporation or 
     organization)


        Two West Second Street, Tulsa, Oklahoma         74103
        -----------------------------------------------------
        (Address of principal executive offices)   (Zip Code)

Registrant's telephone number, including area code: (918) 583-1791


Indicate  by check  mark  whether the  Registrant  (1) has  filed  all
reports required to be filed by  Section 13 or 15(d) of the Securities
Exchange  Act of  1934 during  the preceding  12 months  (or for  such
shorter  period that the Registrant was required to file such reports)
and (2)  has been subject to  the filing requirements for  the past 90
days.  


               Yes    X       No
                    -----        ----
<PAGE>
<PAGE>
                    PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
                            BALANCE SHEETS
                              (Unaudited)

                                ASSETS
                                       September 30, December 31,
                                           1996         1995
                                       ------------- -----------

CURRENT ASSETS:
  Cash and cash equivalents              $  863,274   $  560,906
  Accounts receivable:
   General Partner                            8,471          -
   Oil and gas sales, including
     $349,181 due from related 
     parties in 1995 (Note 2)               546,371      639,787
                                         ----------   ----------
       Total current assets              $1,418,116   $1,200,693

NET OIL AND GAS PROPERTIES, utilizing    
  the successful efforts method           5,522,263    6,874,396

DEFERRED CHARGE                             278,829      278,829
                                         ----------   ----------
                                         $7,219,208   $8,353,918
                                         ==========   ==========  

              LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
  Accounts payable                       $   59,513   $   90,496
  Gas imbalance payable                      43,854       43,854
                                         ----------   ----------
       Total current liabilities         $  103,367   $  134,350
 
ACCRUED LIABILITY                        $   87,624   $   87,624

PARTNERS' CAPITAL (DEFICIT):
  General Partner                       ($  199,711) ($  143,923)
  Limited Partners, issued and
   outstanding, 263,976 units             7,227,928    8,275,867
                                         ----------   ----------
       Total Partners' capital           $7,028,217   $8,131,944
                                         ----------   ----------
                                         $7,219,208   $8,353,918
                                         ==========   ==========

                The accompanying notes are an integral 
                  part of these financial statements.

                                  -2-
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
                       STATEMENTS OF OPERATIONS
        FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                              (Unaudited)

                                           1996          1995
                                         --------    ------------

REVENUES:
  Oil and gas sales, including
   $446,961 of sales to related
   parties in 1995 (Note 2)               $811,194    $1,007,843
  Interest and other income                  6,108         5,825
  Loss on sale of oil and gas
   properties                            (  91,366)  (       501)
                                          --------    ----------
                                          $725,936    $1,013,167

COSTS AND EXPENSES:
  Lease operating                         $166,628    $  192,884
  Production tax                            50,594        75,077
  Depreciation, depletion, and
   amortization of oil and gas
   properties                              295,530       795,268
  General and administrative                81,200        74,612
                                          --------    ----------
                                          $593,952    $1,137,841
                                          --------    ---------- 

NET INCOME (LOSS)                         $131,984   ($  124,674)
                                          ========    ==========
GENERAL PARTNER - NET INCOME              $ 18,115    $   25,577 
                                          ========    ==========
LIMITED PARTNERS - NET INCOME (LOSS)      $113,869   ($  150,251)
                                          ========    ==========
NET INCOME (LOSS) per unit                $    .43   ($      .57)
                                          ========    ==========
UNITS OUTSTANDING                          263,976       263,976
                                          ========    ==========

                The accompanying notes are an integral 
                  part of these financial statements.

                                  -3-
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
                       STATEMENTS OF OPERATIONS
         FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                              (Unaudited)

                                           1996          1995
                                        ----------   ------------

REVENUES:
  Oil and gas sales, including
   $1,278,131 of sales to related
   parties in 1995 (Note 2)             $2,718,110    $2,729,389
  Interest and other income                 15,928        17,829
  Loss on sale of oil and gas
   properties                          (    91,216)  (    29,006)
                                        ----------    ----------
                                        $2,642,822    $2,718,212

COSTS AND EXPENSES:
  Lease operating                       $  497,018    $  599,308
  Production tax                           186,883       219,182
  Depreciation, depletion, and
   amortization of oil and gas
   properties                            1,002,017     2,071,245
  Impairment provision                         -         170,000
  General and administrative               246,014       238,487
                                        ----------    ----------
                                        $1,931,932    $3,298,222
                                        ----------    ----------

NET INCOME (LOSS)                       $  710,890   ($  580,010)
                                        ==========    ==========
GENERAL PARTNER - NET INCOME            $   74,829    $   60,649 
                                        ==========    ==========
LIMITED PARTNERS - NET INCOME (LOSS)    $  636,061   ($  640,659)
                                        ==========    ==========
NET INCOME (LOSS) per unit              $     2.41   ($     2.43)
                                        ==========    ==========
UNITS OUTSTANDING                          263,976       263,976
                                        ==========    ==========

                The accompanying notes are an integral 
                  part of these financial statements.

                                  -4-
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
                       STATEMENTS OF CASH FLOWS
         FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                              (Unaudited)
                                           1996          1995
                                        -----------  ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                     $  710,890   ($  580,010)
  Adjustments to reconcile net income
   (loss) to net cash provided by
   operating activities:
   Depreciation, depletion, and 
     amortization of oil and gas
     properties                          1,002,017     2,071,245
   Impairment provision                        -         170,000
   Loss on sale of oil and gas
     properties                             91,216        29,006 
   Increase in accounts receivable -
     General Partner                   (     8,471)          -
   (Increase) decrease in accounts 
     receivable                             93,416   (    40,172)
   Increase in deferred charge                 -     (    46,060)
   Increase (decrease) in accounts 
     payable                           (    30,983)        8,238 
   Increase in accrued liability               -          12,375 
                                        ----------    ----------
  Net cash provided by operating
   activities                           $1,858,085    $1,624,622

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                 ($    5,766)  ($   32,010)
  Proceeds from sale of oil and
   gas properties                          264,666        20,618
                                        ----------    ----------
  Net cash provided (used) by 
   investing activities                 $  258,900   ($   11,392)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash distributions                   ($1,814,617)  ($1,691,000)
                                        ----------    ----------
  Net cash used by financing 
   activities                          ($1,814,617)  ($1,691,000)
                                        ----------    ----------
NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                      $  302,368   ($   77,770)

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF PERIOD                      560,906       715,050
                                        ----------    ----------
CASH AND CASH EQUIVALENTS AT
  END OF PERIOD                         $  863,274    $  637,280
                                        ==========    ==========

                The accompanying notes are an integral 
                  part of these financial statements.

                                  -5-
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                            BALANCE SHEETS
                              (Unaudited)

                                ASSETS

                                       September 30, December 31,
                                           1996         1995
                                       ------------- ------------

CURRENT ASSETS:
  Cash and cash equivalents              $  433,857   $  311,585
  Accounts receivable:
   General Partner                           23,982          -
   Oil and gas sales, including
     $169,725 due from related 
     parties in 1995 (Note 2)               316,902      373,676
                                         ----------   ----------
       Total current assets              $  774,741   $  685,261

NET OIL AND GAS PROPERTIES, utilizing    
  the successful efforts method           2,937,536    3,648,394

DEFERRED CHARGE                             169,089      169,089
                                         ----------   ----------
                                         $3,881,366   $4,502,744
                                         ==========   ==========  

              LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
  Accounts payable                       $   32,319   $   49,382
  Gas imbalance payable                       6,202        6,202
                                         ----------   ----------
       Total current liabilities         $   38,521   $   55,584

ACCRUED LIABILITY                        $   47,360   $   47,360

PARTNERS' CAPITAL (DEFICIT):
  General Partner                       ($   98,070) ($   66,996)
  Limited Partners, issued and
   outstanding, 138,336 units             3,893,555    4,466,796
                                         ----------   ----------
       Total Partners' capital           $3,795,485   $4,399,800
                                         ----------   ----------
                                         $3,881,366   $4,502,744
                                         ==========   ==========

                The accompanying notes are an integral 
                  part of these financial statements.

                                  -6-
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                       STATEMENTS OF OPERATIONS
        FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                              (Unaudited)

                                            1996          1995
                                         ---------     ----------

REVENUES:
  Oil and gas sales, including
   $215,953 of sales to related
   parties in 1995 (Note 2)               $473,499      $550,133
  Interest and other income                  3,035         2,949
  Loss on sale of oil and gas
   properties                            (  53,397)    (     219)
                                          --------      --------
                                          $423,137      $552,863

COSTS AND EXPENSES:
  Lease operating                         $ 92,928      $ 98,986
  Production tax                            30,780        41,411
  Depreciation, depletion, and
   amortization of oil and gas
   properties                              165,720       366,261
  General and administrative                42,685        39,056
                                          --------      --------
                                          $332,113      $545,714
                                          --------      --------

NET INCOME                                $ 91,024      $  7,149 
                                          ========      ========
GENERAL PARTNER - NET INCOME              $ 11,028      $ 15,008 
                                          ========      ========
LIMITED PARTNERS - NET INCOME (LOSS)      $ 79,996     ($  7,859)
                                          ========      ========
NET INCOME (LOSS) per unit                $    .58     ($    .06)
                                          ========      ========
UNITS OUTSTANDING                          138,336       138,336
                                          ========      ========

                The accompanying notes are an integral 
                  part of these financial statements.

                                  -7-
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                       STATEMENTS OF OPERATIONS
         FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                              (Unaudited)

                                           1996          1995
                                        ----------   ------------

REVENUES:
  Oil and gas sales, including
   $604,029 of sales to related
   parties in 1995 (Note 2)             $1,559,625    $1,518,951
  Interest and other income                  8,429         9,448
  Loss on sale of oil and gas
   properties                          (    53,334)  (    12,461)
                                        ----------    ----------
                                        $1,514,720    $1,515,938

COSTS AND EXPENSES:
  Lease operating                       $  265,622    $  309,457
  Production tax                           110,478       121,939
  Depreciation, depletion, and
   amortization of oil and gas
   properties                              558,854       978,515
  General and administrative               129,564       124,760
                                        ----------    ----------
                                        $1,064,518    $1,534,671
                                        ----------    ----------

NET INCOME (LOSS)                       $  450,202   ($   18,733)
                                        ==========    ==========
GENERAL PARTNER - NET INCOME            $   44,443    $   38,204 
                                        ==========    ==========
LIMITED PARTNERS - NET INCOME (LOSS)    $  405,759   ($   56,937)
                                        ==========    ==========
NET INCOME (LOSS) per unit              $     2.93   ($      .41)
                                        ==========    ==========
UNITS OUTSTANDING                          138,336       138,336
                                        ==========    ==========

                The accompanying notes are an integral 
                  part of these financial statements.

                                  -8-
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                       STATEMENTS OF CASH FLOWS
         FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                              (Unaudited)
                                            1996          1995
                                        ----------    -----------

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                     $  450,202     ($ 18,733)
  Adjustments to reconcile net income
   (loss) to net cash provided by
   operating activities:
   Depreciation, depletion, and 
     amortization of oil and gas
     properties                            558,854       978,515
   Loss on sale of oil and gas
     properties                             53,334        12,461 
   Increase in accounts receivable -
     General Partner                   (    23,982)          -
   (Increase) decrease in accounts 
     receivable                             56,774     (  27,025)
   Increase in deferred charge                 -       (  25,040)
   Increase (decrease) in accounts 
     payable                           (    17,063)        4,619 
   Increase in accrued liability               -           4,855 
                                        ----------      --------
  Net cash provided by operating
   activities                           $1,078,119      $929,652

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                 ($   22,206)    ($ 38,406)
  Proceeds from sale of oil and
   gas properties                          120,876         8,661
                                        ----------      --------
  Net cash provided (used) by 
   investing activities                 $   98,670     ($ 29,745)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash distributions                   ($1,054,517)    ($962,000)
                                        ----------      --------
  Net cash used by financing 
   activities                          ($1,054,517)    ($962,000)
                                        ----------      --------
NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                      $  122,272     ($ 62,093)

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF PERIOD                      311,585       404,255 
                                        ----------      --------
CASH AND CASH EQUIVALENTS AT
  END OF PERIOD                         $  433,857      $342,162
                                        ==========      ========


                The accompanying notes are an integral 
                  part of these financial statements.

                                  -9-
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                            BALANCE SHEETS
                              (Unaudited)

                                ASSETS

                                       September 30, December 31,
                                           1996         1995
                                       ------------- -----------

CURRENT ASSETS:
  Cash and cash equivalents               $  599,115  $  319,730
  Accounts receivable:
   General Partner                             4,958         -
   Oil and gas sales, including
     $232,323 due from related 
     parties in 1995 (Note 2)                456,930     461,693
                                          ----------  ----------
       Total current assets               $1,061,003  $  781,423

NET OIL AND GAS PROPERTIES, utilizing    
  the successful efforts method            5,787,285   6,723,292

DEFERRED CHARGE                               67,846      67,846
                                          ----------  ----------
                                          $6,916,134  $7,572,561
                                          ==========  ==========  

              LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
  Accounts payable                        $   44,570  $   84,760
  Gas imbalance payable                       22,554      22,554
                                          ----------  ----------
       Total current liabilities          $   67,124  $  107,314

ACCRUED LIABILITY                         $  139,809  $  139,809

PARTNERS' CAPITAL (DEFICIT):
  General Partner                        ($  151,863)($  125,913)
  Limited Partners, issued and
   outstanding, 244,536 units              6,861,064   7,451,351
                                          ----------  ----------
       Total Partners' capital            $6,709,201  $7,325,438
                                          ----------  ----------
                                          $6,916,134  $7,572,561
                                          ==========  ==========      
                                                       
                The accompanying notes are an integral 
                  part of these financial statements.

                                 -10-
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                       STATEMENTS OF OPERATIONS
        FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                              (Unaudited)

                                            1996          1995
                                          --------     ----------

REVENUES:
  Oil and gas sales, including
   $312,531 of sales to related
   parties in 1995 (Note 2)               $694,017      $529,385
  Interest and other income                  4,680         4,169
  Gain (loss) on sale of oil and
   gas properties                           31,285           187 
                                          --------      --------
                                          $729,982      $533,741

COSTS AND EXPENSES:
  Lease operating                         $123,204      $132,100
  Production tax                            50,332        32,341
  Depreciation, depletion, and
   amortization of oil and gas
   properties                              262,973       543,925
  General and administrative                69,817        68,486
                                          --------      --------
                                          $506,326      $776,852
                                          --------      --------

NET INCOME (LOSS)                         $223,656     ($243,111)
                                          ========      ========
GENERAL PARTNER - NET INCOME              $ 21,468      $  9,601 
                                          ========      ========
LIMITED PARTNERS - NET INCOME (LOSS)      $202,188     ($252,712)
                                          ========      ========
NET INCOME (LOSS) per unit                $    .83     ($   1.03)
                                          ========      ========
UNITS OUTSTANDING                          244,536       244,536
                                          ========      ========

                The accompanying notes are an integral 
                  part of these financial statements.

                                 -11-
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                       STATEMENTS OF OPERATIONS
         FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                              (Unaudited)

                                           1996          1995
                                        ----------   ------------

REVENUES:
  Oil and gas sales, including
   $1,050,045 of sales to related
   parties in 1995 (Note 2)             $2,309,688    $1,936,797
  Interest and other income                 11,181        12,156
  Gain (loss) on sale of oil and
   gas properties                           31,311   (    12,842)
                                        ----------    ----------
                                        $2,352,180    $1,936,111

COSTS AND EXPENSES:
  Lease operating                       $  404,017    $  446,812
  Production tax                           166,832       142,738
  Depreciation, depletion, and
   amortization of oil and gas
   properties                              880,871     1,943,651
  Impairment provision                         -         304,000
  General and administrative               222,156       222,745
                                        ----------    ----------
                                        $1,673,876    $3,059,946
                                        ----------    ----------

NET INCOME (LOSS)                       $  678,304   ($1,123,835)
                                        ==========    ==========
GENERAL PARTNER - NET INCOME            $   68,591    $   33,714 
                                        ==========    ==========
LIMITED PARTNERS - NET INCOME (LOSS)    $  609,713   ($1,157,549)
                                        ==========    ==========
NET INCOME (LOSS) per unit              $     2.49   ($     4.73)
                                        ==========    ==========
UNITS OUTSTANDING                          244,536       244,536
                                        ==========    ==========

                The accompanying notes are an integral 
                  part of these financial statements.

                                 -12-
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                       STATEMENTS OF CASH FLOWS
         FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                              (Unaudited)

                                           1996          1995
                                        -----------  ------------

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                     $  678,304   ($1,123,835)
  Adjustments to reconcile net income
   (loss) to net cash provided by
   operating activities:
   Depreciation, depletion, and 
     amortization of oil and gas
     properties                            880,871     1,943,651
   Impairment provision                        -         304,000
   (Gain) loss on sale of oil and gas
     properties                        (    31,311)       12,842 
   Increase in accounts receivable -
     General Partner                   (     4,958)          -
   Decrease in accounts receivable           4,763       254,245
   Decrease in deferred charge                 -           6,018
   Decrease in accounts payable        (    40,190)  (    22,732)
   Decrease in gas imbalance payable           -     (     7,360)
   Decrease in accrued liability               -     (    15,752)
                                        ----------    ----------
  Net cash provided by operating
   activities                           $1,487,479    $1,351,077

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                 ($   13,053)  ($   53,024)
  Proceeds from sale of oil and
   gas properties                           99,500         5,736
                                        ----------    ----------
  Net cash provided (used) by 
   investing activities                 $   86,447   ($   47,288)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash distributions                   ($1,294,541)  ($1,156,000)
                                        ----------    ----------
  Net cash used by financing 
   activities                          ($1,294,541)  ($1,156,000)
                                        ----------    ----------
NET INCREASE IN CASH AND CASH
  EQUIVALENTS                           $  279,385    $  147,789 

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF PERIOD                      319,730       216,565
                                        ----------    ----------
CASH AND CASH EQUIVALENTS AT
  END OF PERIOD                         $  599,115    $  364,354
                                        ==========    ==========

                The accompanying notes are an integral 
                  part of these financial statements.

                                 -13-
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                            BALANCE SHEETS
                              (Unaudited)

                                ASSETS

                                       September 30, December 31,
                                           1996         1995
                                       ------------- ------------

CURRENT ASSETS:
  Cash and cash equivalents               $  360,658  $  169,395
  Accounts receivable:
   General Partner                             3,020         -
   Oil and gas sales, including
     $186,231 due from related 
     parties in 1995 (Note 2)                334,581     365,008
                                          ----------  ----------
       Total current assets               $  698,259  $  534,403

NET OIL AND GAS PROPERTIES, utilizing    
  the successful efforts method            3,494,305   3,887,916

DEFERRED CHARGE                               41,578      41,578
                                          ----------  ----------
                                          $4,234,142  $4,463,897
                                          ==========  ==========  

              LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
  Accounts payable                        $   53,766  $   67,198
  Gas imbalance payable                        9,437       9,437
                                          ----------  ----------
       Total current liabilities          $   63,203  $   76,635

ACCRUED LIABILITY                         $  174,533  $  174,533

PARTNERS' CAPITAL (DEFICIT):
  General Partner                        ($   48,572)($   36,176)
  Limited Partners, issued and
   outstanding, 131,008 units              4,044,978   4,248,905
                                          ----------  ----------
       Total Partners' capital            $3,996,406  $4,212,729
                                          ----------  ----------
                                          $4,234,142  $4,463,897
                                          ==========  ==========

                The accompanying notes are an integral 
                  part of these financial statements.

                                 -14-
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                       STATEMENTS OF OPERATIONS
        FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                              (Unaudited)

                                            1996          1995
                                          --------     ----------

REVENUES:
  Oil and gas sales, including
   $192,355 of sales to related
   parties in 1995 (Note 2)               $567,772      $401,695
  Interest and other income                  2,658         3,222
  Gain on sale of oil and
   gas properties                           36,370            75
                                          --------      --------
                                          $606,800      $404,992

COSTS AND EXPENSES:
  Lease operating                         $166,278      $156,737
  Production tax                            41,391        28,307
  Depreciation, depletion, and
   amortization of oil and gas
   properties                              134,379       328,596
  General and administrative                38,116        37,266 
                                          --------      --------
                                          $380,164      $550,906
                                          --------      --------

NET INCOME (LOSS)                         $226,636     ($145,914)
                                          ========      ========
GENERAL PARTNER - NET INCOME              $ 16,574      $  5,848
                                          ========      ========
LIMITED PARTNERS - NET INCOME (LOSS)      $210,062     ($151,762)
                                          ========      ========
NET INCOME (LOSS) per unit                $   1.60     ($   1.16)
                                          ========      ========
UNITS OUTSTANDING                          131,008       131,008
                                          ========      ========

                The accompanying notes are an integral 
                  part of these financial statements.

                                 -15-
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                       STATEMENTS OF OPERATIONS
         FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                              (Unaudited)

                                           1996           1995
                                        ----------    -----------

REVENUES:
  Oil and gas sales, including
   $611,001 of sales to related
   parties in 1995 (Note 2)             $1,665,188    $1,426,959
  Interest and other income                  6,531         7,324
  Gain on sale of oil and
   gas properties                           36,370            75
                                        ----------    ----------
                                        $1,708,089    $1,434,358

COSTS AND EXPENSES:
  Lease operating                       $  479,936    $  473,183
  Production tax                           118,072       104,187
  Depreciation, depletion, and
   amortization of oil and gas
   properties                              407,855     1,108,886
  General and administrative               120,057       123,193
                                        ----------    ----------
                                        $1,125,920    $1,809,449
                                        ----------    ----------

NET INCOME (LOSS)                       $  582,169   ($  375,091)
                                        ==========    ==========
GENERAL PARTNER - NET INCOME            $   45,096    $   25,601 
                                        ==========    ==========
LIMITED PARTNERS - NET INCOME (LOSS)    $  537,073   ($  400,692)
                                        ==========    ==========
NET INCOME (LOSS) per unit              $     4.10   ($     3.06)
                                        ==========    ==========
UNITS OUTSTANDING                          131,008       131,008
                                        ==========    ==========

                The accompanying notes are an integral 
                  part of these financial statements.

                                 -16-
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                       STATEMENTS OF CASH FLOWS
         FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                              (Unaudited)

                                            1996         1995
                                          --------    -----------

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                       $582,169   ($  375,091)
  Adjustments to reconcile net income
   (loss) to net cash provided by
   operating activities:
   Depreciation, depletion, and 
     amortization of oil and gas
     properties                            407,855     1,108,886
   Gain on sale of oil and gas
     properties                          (  36,370)  (        75)
   Increase in accounts receivable -
      General Partner                    (   3,020)          -
   Decrease in accounts receivable          30,427        18,043 
   Decrease in deferred charge                 -           2,713
   Decrease in accounts payable          (  13,432)  (    37,675)
   Decrease in accrued liability               -     (    26,778)
                                          --------    ----------
  Net cash provided by operating
   activities                             $967,629    $  690,023

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                   ($ 15,057)  ($    7,622)
  Proceeds from sale of oil and gas
   properties                               37,183            78 
                                          --------    ----------
  Net cash provided (used) by 
   investing activities                   $ 22,126   ($    7,544)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash distributions                     ($798,492)  ($  663,000)
                                          --------    ----------
  Net cash used by financing 
   activities                            ($798,492)  ($  663,000)
                                          --------    ----------
NET INCREASE IN CASH AND CASH
  EQUIVALENTS                             $191,263    $   19,479 

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF PERIOD                      169,395       215,899
                                          --------    ----------
CASH AND CASH EQUIVALENTS AT
  END OF PERIOD                           $360,658    $  235,378
                                          ========    ==========

                The accompanying notes are an integral 
                  part of these financial statements.

                                 -17-
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                            BALANCE SHEETS
                              (Unaudited)

                                ASSETS

                                      September 30,  December 31,
                                          1996          1995
                                      -------------  ------------

CURRENT ASSETS:
  Cash and cash equivalents            $ 1,145,272   $   665,050
  Accounts receivable:
   General Partner                          18,745           -
   Oil and gas sales, including
     $574,916 due from related 
     parties in 1995 (Note 2)            1,365,550     1,574,465
                                       -----------   -----------
       Total current assets            $ 2,529,567   $ 2,239,515

NET OIL AND GAS PROPERTIES, utilizing    
  the successful efforts method         13,016,180    14,521,982

DEFERRED CHARGE                            351,769       351,769
                                       -----------   -----------
                                       $15,897,516   $17,113,266
                                       ===========   =========== 

              LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
  Accounts payable                     $   352,854   $   388,772
  Gas imbalance payable                    120,272       120,272
                                       -----------   -----------
       Total current liabilities       $   473,126   $   509,044

ACCRUED LIABILITY                      $   412,184   $   412,184

PARTNERS' CAPITAL (DEFICIT):
  General Partner                     ($   179,610) ($   127,750)
  Limited Partners, issued and
   outstanding, 418,266 units           15,191,816    16,319,788
                                       -----------   -----------
       Total Partners' capital         $15,012,206   $16,192,038
                                       -----------   -----------
                                       $15,897,516   $17,113,266
                                       ===========   ===========

                The accompanying notes are an integral 
                  part of these financial statements.

                                 -18-
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                       STATEMENTS OF OPERATIONS
        FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                              (Unaudited)

                                           1996          1995
                                        ----------   ------------

REVENUES:
  Oil and gas sales, including
   $440,846 of sales to related
   parties in 1995 (Note 2)             $2,529,876    $1,952,443
  Interest and other income                  9,143         7,050
  Gain on sale of oil and gas
   properties                               23,687         1,701 
                                        ----------    ----------
                                        $2,562,706    $1,961,194

COSTS AND EXPENSES:
  Lease operating                       $  936,336    $  967,944
  Production tax                           183,359       139,189
  Depreciation, depletion, and
   amortization of oil and gas
   properties                              564,377       848,214
  General and administrative               119,439       119,363 
                                        ----------    ----------
                                        $1,803,511    $2,074,710
                                        ----------    ----------

NET INCOME (LOSS)                       $  759,195   ($  113,516)
                                        ==========    ==========
GENERAL PARTNER - NET INCOME            $   59,269    $   28,253 
                                        ==========    ==========
LIMITED PARTNERS - NET INCOME (LOSS)    $  699,926   ($  141,769)
                                        ==========    ==========
NET INCOME (LOSS) per unit              $     1.67   ($      .34)
                                        ==========    ==========
UNITS OUTSTANDING                          418,266       418,266
                                        ==========    ==========

                The accompanying notes are an integral 
                  part of these financial statements.

                                 -19-
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                       STATEMENTS OF OPERATIONS
         FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                              (Unaudited)

                                           1996          1995
                                        ----------   ------------

REVENUES:
  Oil and gas sales, including
   $1,409,274 of sales to related
   parties in 1995 (Note 2)             $6,685,261    $6,527,606
  Interest and other income                 25,319        17,277
  Gain (loss) on sale of oil and
   gas properties                           23,687   (    11,717)
                                        ----------    ----------
                                        $6,734,267    $6,533,166

COSTS AND EXPENSES:
  Lease operating                       $2,707,858    $3,078,775
  Production tax                           465,768       490,690
  Depreciation, depletion, and
   amortization of oil and gas
   properties                            1,528,296     2,717,500
  General and administrative               379,825       401,244
                                        ----------    ----------
                                        $5,081,747    $6,688,209
                                        ----------    ----------

NET INCOME (LOSS)                       $1,652,520   ($  155,043)
                                        ==========    ==========
GENERAL PARTNER - NET INCOME            $  142,492    $  100,948 
                                        ==========    ==========
LIMITED PARTNERS - NET INCOME (LOSS)    $1,510,028   ($  255,991)
                                        ==========    ==========
NET INCOME (LOSS) per unit              $     3.61   ($     0.61)
                                        ==========    ==========
UNITS OUTSTANDING                          418,266       418,266
                                        ==========    ==========

                The accompanying notes are an integral 
                  part of these financial statements.

                                 -20-
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                       STATEMENTS OF CASH FLOWS
         FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                              (Unaudited)

                                           1996          1995
                                        ----------   ------------

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                     $1,652,520   ($  155,043)
  Adjustments to reconcile net income
   (loss) to net cash provided by
   operating activities:
   Depreciation, depletion, and 
     amortization of oil and gas
     properties                          1,528,296     2,717,500
   (Gain) loss on sale of oil and
     gas properties                    (    23,687)       11,717 
   Increase in accounts receivable -
     General Partner                   (    18,745)          -
   Decrease in accounts receivable         208,915        10,048 
   Decrease in deferred charge                 -          45,847
   Decrease in accounts payable        (    35,918)  (   482,387)
   Decrease in accrued liability               -     (    60,174)
                                        ----------    ----------
  Net cash provided by operating
   activities                           $3,311,381    $2,087,508

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                 ($   26,766)  ($  342,725)
  Proceeds from sale of oil and
   gas properties                           27,959         4,248
                                        ----------    ----------
  Net cash provided (used) by 
   investing activities                 $    1,193   ($  338,477)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash distributions                   ($2,832,352)  ($2,287,000)
                                        ----------    ----------
  Net cash used by financing 
   activities                          ($2,832,352)  ($2,287,000)
                                        ----------    ----------
NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                      $  480,222   ($  537,969)

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF PERIOD                      665,050     1,164,489
                                        ----------    ----------
CASH AND CASH EQUIVALENTS AT
  END OF PERIOD                         $1,145,272    $  626,520
                                        ==========    ==========

                The accompanying notes are an integral 
                  part of these financial statements.

                                 -21-
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                            BALANCE SHEETS
                              (Unaudited)

                                ASSETS

                                       September 30, December 31,
                                           1996         1995
                                       ------------- ------------

CURRENT ASSETS:
  Cash and cash equivalents               $  536,595  $  324,616
  Accounts receivable:
   General Partner                             2,786         -
   Oil and gas sales, including
     $131,943 due from related 
     parties in 1995 (Note 2)                494,726     413,249
                                          ----------  ----------
       Total current assets               $1,034,107  $  737,865

NET OIL AND GAS PROPERTIES, utilizing    
  the successful efforts method            7,477,563   8,463,035

DEFERRED CHARGE                              237,269     237,269
                                          ----------  ----------
                                          $8,748,939  $9,438,169
                                          ==========  ==========  

              LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
  Accounts payable                        $  137,266  $  163,289
  Gas imbalance payable                       97,233      97,233
                                          ----------  ----------
       Total current liabilities          $  234,499  $  260,522

ACCRUED LIABILITY                         $  261,411  $  261,411

PARTNERS' CAPITAL (DEFICIT):
  General Partner                        ($  103,812)($   70,576)
  Limited Partners, issued and
   outstanding, 221,484 units              8,356,841   8,986,812
                                          ----------  ----------
       Total Partners' capital            $8,253,029  $8,916,236
                                          ----------  ----------
                                          $8,748,939  $9,438,169
                                          ==========  ==========

                The accompanying notes are an integral 
                  part of these financial statements.

                                 -22-
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                       STATEMENTS OF OPERATIONS
        FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                              (Unaudited)

                                            1996          1995
                                         ----------    -----------

REVENUES:
  Oil and gas sales, including
   $199,906 of sales to related
   parties in 1995 (Note 2)               $801,543      $651,456
  Interest and other income                  3,735           782
  Gain on sale of oil and gas
   properties                                5,951         1,599 
                                          --------      --------
                                          $811,229      $653,837

COSTS AND EXPENSES:
  Lease operating                         $180,805      $328,231
  Production tax                            34,058        35,515
  Depreciation, depletion, and
   amortization of oil and gas
   properties                              307,634       502,929
  General and administrative                63,302        63,044
                                          --------      --------
                                          $585,799      $929,719
                                          --------      --------

NET INCOME (LOSS)                         $225,430     ($275,882)
                                          ========      ========
GENERAL PARTNER - NET INCOME              $ 23,135      $  6,323 
                                          ========      ========
LIMITED PARTNERS - NET INCOME (LOSS)      $202,295     ($282,205)
                                          ========      ========
NET INCOME (LOSS) per unit                $    .91     ($   1.27)
                                          ========      ========
UNITS OUTSTANDING                          221,484       221,484
                                          ========      ========

                The accompanying notes are an integral 
                  part of these financial statements.

                                 -23-
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                       STATEMENTS OF OPERATIONS
         FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                              (Unaudited)

                                           1996          1995
                                        ----------   ------------

REVENUES:
  Oil and gas sales, including
   $680,953 of sales to related
   parties in 1995 (Note 2)             $2,257,857    $2,128,643
  Interest and other income                  8,839         3,096
  Gain on sale of oil and gas
   properties                                5,951        11,302 
                                        ----------    ----------
                                        $2,272,647    $2,143,041

COSTS AND EXPENSES:
  Lease operating                       $  813,473    $1,096,332
  Production tax                           112,583       124,698
  Depreciation, depletion, and
   amortization of oil and gas
   properties                              957,920     1,573,454
  Impairment provision                         -         219,000
  General and administrative               201,404       205,636
                                        ----------    ----------
                                        $2,085,380    $3,219,120
                                        ----------    ----------

NET INCOME (LOSS)                       $  187,267   ($1,076,079)
                                        ==========    ==========
GENERAL PARTNER - NET INCOME            $   47,238    $   17,894 
                                        ==========    ==========
LIMITED PARTNERS - NET INCOME (LOSS)    $  140,029   ($1,093,973)
                                        ==========    ==========
NET INCOME (LOSS) per unit              $      .63   ($     4.94)
                                        ==========    ==========
UNITS OUTSTANDING                          221,484       221,484
                                        ==========    ==========

                The accompanying notes are an integral 
                  part of these financial statements.

                                 -24-
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                       STATEMENTS OF CASH FLOWS
         FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                              (Unaudited)
                                           1996          1995
                                        -----------  ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                     $  187,267   ($1,076,079)
  Adjustments to reconcile net income
   (loss) to net cash provided by        
   operating activities:
   Depreciation, depletion, and 
     amortization of oil and gas
     properties                            957,920     1,573,454 
   Impairment provision                        -         219,000
   Gain on sale of oil and gas
     properties                        (     5,951)  (    11,302)
   Increase in accounts receivable -
     General Partner                   (     2,786)          -
   Increase in accounts receivable     (    81,477)  (     2,321)
   Increase in deferred charge                 -     (    15,237)
   Decrease in accounts payable        (    26,023)  (   172,154)
   Increase in accrued liability               -          20,385 
                                        ----------    ----------
  Net cash provided by operating
   activities                           $1,028,950    $  535,746

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                 ($    5,535)  ($  323,135)
  Proceeds from sale of oil and
   gas properties                           39,038        26,900
                                        ----------    ----------
  Net cash provided (used) by 
   investing activities                 $   33,503   ($  296,235)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash distributions                   ($  850,474)  ($  346,800)
                                        ----------    ----------
  Net cash used by financing 
   activities                          ($  850,474)  ($  346,800)
                                        ----------    ----------
NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                      $  211,979   ($  107,289)

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF PERIOD                      324,616       302,171
                                        ----------    ----------
CASH AND CASH EQUIVALENTS AT
  END OF PERIOD                         $  536,595    $  194,882
                                        ==========    ==========

                The accompanying notes are an integral 
                  part of these financial statements.

                                 -25-
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
                            BALANCE SHEETS
                              (Unaudited)

                                ASSETS

                                       September 30, December 31,
                                           1996         1995
                                       ------------- ------------

CURRENT ASSETS:
  Cash and cash equivalents              $  338,773   $  188,474
  Accounts receivable:
   General Partner                            2,101          -
   Oil and gas sales, including
     $69,792 due from related 
     parties in 1995 (Note 2)               313,820      258,324
                                         ----------   ----------
       Total current assets              $  654,694   $  446,798

NET OIL AND GAS PROPERTIES, utilizing    
  the successful efforts method           4,201,149    4,820,243

DEFERRED CHARGE                             148,234      148,234
                                         ----------   ----------
                                         $5,004,077   $5,415,275
                                         ==========   ==========  

              LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
  Accounts payable                       $   83,200   $   99,578
  Gas imbalance payable                      48,600       48,600
                                         ----------   ----------
       Total current liabilities         $  131,800   $  148,178

ACCRUED LIABILITY                        $  157,334   $  157,334

PARTNERS' CAPITAL (DEFICIT):
  General Partner                       ($   62,966) ($   26,964)
  Limited Partners, issued and
   outstanding, 121,925 units             4,777,909    5,136,727
                                         ----------   ----------
       Total Partners' capital           $4,714,943   $5,109,763
                                         ----------   ----------
                                         $5,004,077   $5,415,275
                                         ==========   ==========

                The accompanying notes are an integral 
                  part of these financial statements.

                                 -26-
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
                       STATEMENTS OF OPERATIONS
        FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                              (Unaudited)

                                            1996          1995
                                          ---------    ----------

REVENUES:
  Oil and gas sales, including
   $105,353 of sales to related
   parties in 1995 (Note 2)               $506,885      $411,277
  Interest and other income                  2,212           820
  Gain on sale of oil and gas
   properties                                6,500         2,080
                                          --------      --------
                                          $515,597      $414,177

COSTS AND EXPENSES:
  Lease operating                         $123,955      $211,654
  Production tax                            20,931        22,057
  Depreciation, depletion, and
   amortization of oil and gas
   properties                              192,679       290,093
  General and administrative                34,858        34,813
                                          --------      --------
                                          $372,423      $558,617
                                          --------      --------

NET INCOME (LOSS)                         $143,174     ($144,440)
                                          ========      ========
GENERAL PARTNER - NET INCOME              $ 14,623      $  4,382
                                          ========      ========
LIMITED PARTNERS - NET INCOME (LOSS)      $128,551     ($148,822)
                                          ========      ========
NET INCOME (LOSS) per unit                $   1.05     ($   1.22)
                                          ========      ========
UNITS OUTSTANDING                          121,925       121,925
                                          ========      ========

                The accompanying notes are an integral 
                  part of these financial statements.

                                 -27-
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
                       STATEMENTS OF OPERATIONS
         FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                              (Unaudited)

                                           1996          1995
                                        -----------   -----------

REVENUES:
  Oil and gas sales, including
   $357,181 of sales to related
   parties in 1995 (Note 2)             $1,430,150    $1,334,086
  Interest and other income                  4,867         2,033
  Gain on sale of oil and gas
   properties                               10,996        10,853 
                                        ----------    ----------
                                        $1,446,013    $1,346,972

COSTS AND EXPENSES:
  Lease operating                       $  539,372    $  692,943
  Production tax                            70,037        74,756
  Depreciation, depletion, and
   amortization of oil and gas
   properties                              597,397       896,862
  Impairment provision                         -         150,000
  General and administrative               110,960       114,187
                                        ----------    ----------
                                        $1,317,766    $1,928,748
                                        ----------    ----------

NET INCOME (LOSS)                       $  128,247   ($  581,776)
                                        ==========    ==========
GENERAL PARTNER - NET INCOME            $   30,065    $   12,786 
                                        ==========    ==========
LIMITED PARTNERS - NET INCOME (LOSS)    $   98,182   ($  594,562)
                                        ==========    ==========
NET INCOME (LOSS) per unit              $      .81   ($     4.88)
                                        ==========    ==========
UNITS OUTSTANDING                          121,925       121,925
                                        ==========    ==========

                The accompanying notes are an integral 
                  part of these financial statements.

                                 -28-
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
                       STATEMENTS OF CASH FLOWS
         FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                              (Unaudited)
                                            1996          1995
                                         ----------    ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                       $128,247     ($581,776)
  Adjustments to reconcile net income
   (loss) to net cash provided by
   operating activities:
   Depreciation, depletion, and 
     amortization of oil and gas
     properties                            597,397       896,862
   Impairment provision                        -         150,000
   Gain on sale of oil and gas
     properties                          (  10,996)    (  10,853)
   Increase in accounts receivable -
     General Partner                     (   2,101)          -
   (Increase) decrease in accounts 
     receivable                          (  55,496)        3,024 
   Increase in deferred charge                 -       (  13,021)
   Decrease in accounts payable          (  16,378)    (  92,571)
   Increase in accrued liability               -          16,882 
                                          --------      --------
  Net cash provided by operating
   activities                             $640,673      $368,547

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                   ($ 11,628)    ($172,175)
  Proceeds from sale of oil and
   gas properties                           44,321        20,007
                                          --------      --------
  Net cash provided (used) by 
   investing activities                   $ 32,693     ($152,168)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash distributions                     ($523,067)    ($210,000)
                                          --------      --------
  Net cash used by financing 
   activities                            ($523,067)    ($210,000)
                                          --------      --------
NET INCREASE IN CASH AND CASH
  EQUIVALENTS                             $150,299      $  6,379 

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF PERIOD                      188,474       157,841
                                          --------      --------
CASH AND CASH EQUIVALENTS AT
  END OF PERIOD                           $338,773      $164,220
                                          ========      ========

                The accompanying notes are an integral 
                  part of these financial statements.

                                 -29-
<PAGE>
<PAGE>
        GEODYNE ENERGY INCOME PROGRAM III LIMITED PARTNERSHIPS
              CONDENSED NOTES TO THE FINANCIAL STATEMENTS
                          SEPTEMBER 30, 1996
                              (Unaudited)


1.   ACCOUNTING POLICIES
     -------------------

     The  balance sheets  as  of  September  30, 1996,  statements  of
     operations for the three and nine months ended September 30, 1996
     and 1995 and  statements of cash flows for  the nine months ended
     September  30,  1996  and  1995  have been  prepared  by  Geodyne
     Resources,  Inc., the  general partner  of the  Partnerships (the
     "General  Partner"), without audit.  In the opinion of management
     the financial statements referred  to above include all necessary
     adjustments,  consisting  of  normal  recurring  adjustments,  to
     present fairly the financial position at September  30, 1996, the
     results  of  operations  for  the  three  and  nine  months ended
     September  30, 1996  and 1995  and the  cash flows  for the  nine
     months ended September 30, 1996 and 1995.

     Information  and   footnote  disclosures  normally   included  in
     financial  statements  prepared  in  accordance   with  generally
     accepted  accounting principles  have been condensed  or omitted.
     The accompanying  interim financial statements should  be read in
     conjunction  with the  Partnerships' Annual  Report on  Form 10-K
     filed for  the year  ended  December 31,  1995.   The results  of
     operations  for  the  period ended  September  30,  1996  are not
     necessarily indicative of the results to be expected for the full
     year.

     The  Limited Partners' net income or  loss per unit is based upon
     each $100 initial capital contribution.

     OIL AND GAS PROPERTIES
     ----------------------

     The  Partnerships  follow   the  successful  efforts   method  of
     accounting  for  their  oil  and  gas   properties.    Under  the
     successful  efforts  method,   the  Partnerships  capitalize  all
     property acquisition  costs  and development  costs  incurred  in
     connection with the  further development of oil and gas reserves.
     Property  acquisition   costs  include  costs   incurred  by  the
     Partnerships  or   the  General  Partner  to   acquire  producing
     properties,  including related  title  insurance  or  examination
     costs, commissions, engineering,  legal and accounting fees,  and
     similar  costs  directly  related   to  the  acquisitions.    The
     acquisition cost  to the  Partnerships of properties  acquired by
     the General Partner is  adjusted to reflect the net  cash results
     of  operations,  including  interest  incurred  to  finance   the
     acquisition,  for the period of  time the properties  are held by

                                 -30-
<PAGE>
<PAGE>
     the General  Partner.   Leasehold impairment is  recognized based
     upon   an   individual   property  assessment   and   exploratory
     experience.   Upon  discovery of  commercial reserves,  leasehold
     costs are transferred to producing properties.

     Depletion of  the  costs of  producing  oil and  gas  properties,
     amortization  of  related  intangible  drilling  and  development
     costs, and depreciation of tangible  lease and well equipment are
     computed on the unit-of-production method.

     When complete  units of depreciable property are retired or sold,
     the  asset  cost   and  related   accumulated  depreciation   are
     eliminated with  any gain or loss reflected in income.  When less
     than complete units of depreciable property are retired  or sold,
     the difference between asset cost and salvage value is charged or
     credited to accumulated depreciation.

     Effective   October  1,   1995,  the  Partnerships   adopted  the
     requirements  of  Statement  of  Financial  Accounting  Standards
     ("SFAS") No.  121, "Accounting for  the Impairment of  Long Lived
     Assets and Assets Held for Disposal".  SFAS No. 121 provides that
     if the unamortized costs of oil and gas properties for each field
     exceed  the expected  undiscounted  future cash  flows from  such
     properties,  the cost of the  properties is written  down to fair
     value, which is  determined by using  the discounted future  cash
     flows  from  the  properties.    Under  the  Partnerships'  prior
     impairment  policy if the  net oil and gas  properties as a whole
     exceeded the  estimated undiscounted  future net revenues  of the
     properties,  a  valuation allowance  would  be  recorded for  the
     excess amount.  The  risk that the Partnerships will  be required
     to record such impairment provisions in the future increases when
     oil and gas prices are depressed.

     If  net oil and gas  properties recorded by  a Partnership exceed
     the estimated undiscounted future net revenues of the properties,
     a  provision  to  reduce  the  carrying  value  of  oil  and  gas
     properties  is recorded for the excess amount.  The III-A, III-C,
     III-F  and III-G  Partnerships  recorded such  provisions in  the
     amounts   of   $170,000,   $304,000,   $219,000   and   $150,000,
     respectively, for the nine  months ended September 30, 1995.   No
     other  provisions to  reduce the  carrying value  of oil  and gas
     properties  were recorded during  the three or  nine months ended
     September 30, 1996.

2.   TRANSACTIONS WITH RELATED PARTIES
     ---------------------------------

     The Partnership Agreements governing the Partnerships provide for
     reimbursement to the General  Partner for all direct  general and
     administrative expenses  and for  the general  and administrative
     overhead applicable to the Partnerships based on an allocation of
     actual costs incurred by  the General Partner.  During  the three

                                 -31-
<PAGE>
<PAGE>
     months ended September 30, 1996 the following payments were  made
     to the General Partner or its affiliates by the Partnerships:

                             Direct General       Administrative
          Partnership      and Administrative       Overhead    
          -----------      -----------------      --------------
             III-A             $11,732              $ 69,468
             III-B               6,280                36,405
             III-C               5,464                64,353
             III-D               3,640                34,476
             III-E               9,369               110,070
             III-F               5,018                58,284
             III-G               2,773                32,085

     During the  nine months  ended September 30,  1996 the  following
     payments  were made to the  General Partner or  its affiliates by
     the Partnerships:

                             Direct General       Administrative
          Partnership      and Administrative       Overhead    
          -----------      -----------------      --------------
             III-A             $37,610              $208,404
             III-B              20,349               109,215
             III-C              29,097               193,059
             III-D              16,629               103,428
             III-E              49,615               330,210
             III-F              26,552               174,852
             III-G              14,705                96,255

     Affiliated  companies   are  the  operator  of   certain  of  the
     Partnerships'  properties  and  their   policy  is  to  bill  the
     Partnerships  for all  customary charges and  cost reimbursements
     associated with their  activities, together  with any  compressor
     rentals, consulting, or other services provided.

     During  1995,  the  Partnerships  sold gas  at  market  prices to
     Premier Gas Company ("Premier") and Premier then resold such  gas
     to third parties at market  prices.  Premier was an affiliate  of
     the  Partnerships until  December 6,  1995.   The following  is a
     summary of these  sales during  the three and  nine months  ended
     September 30,  1995 and the  amount of the  Partnerships' accrued
     gas sales due from Premier at December 31, 1995.

                                 -32-
<PAGE>
<PAGE>
               Gas Sales         Gas Sales      Accrued Gas Sales
          ------------------ ------------------ -----------------
            3 Months Ended     9 Months Ended         As of
          September 30, 1995 September 30, 1995 December 31, 1995
          ------------------ ------------------ -----------------

III-A          $446,961         $1,278,131          $349,181
III-B           215,953            604,029           169,725
III-C           312,531          1,050,045           232,323
III-D           192,355            611,001           186,231
III-E           440,846          1,409,274           574,916
III-F           199,906            680,953           131,943
III-G           105,353            357,181            69,792

                                 -33-
<PAGE>
<PAGE>
ITEM 2:   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

GENERAL
- -------

     The Partnerships are engaged in  the business of owning interests
     in  producing oil and  gas properties located  in the continental
     United  States.   In  general, a  Partnership acquired  producing
     properties  and  has  not  engaged  in  development  drilling  or
     enhanced recovery projects,  except as an incidental  part of the
     management of the producing  properties acquired.  Therefore, the
     economic life of  each Partnership  is limited to  the period  of
     time required to fully produce its acquired oil and gas reserves.
     The  net proceeds from the oil and gas operations are distributed
     to the  Limited Partners  and the  General Partner  in accordance
     with  the  terms  of  the Partnership  Agreements  governing  the
     Partnerships.

LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------

     The  Partnerships began  operations and  investors were  assigned
     their   rights   as  Limited   Partners,   having  made   capital
     contributions in the amounts and on the dates set forth below:

                                                     Limited
                                Date of          Partner Capital
          Partnership         Activation          Contributions
          -----------     ------------------     ---------------

           III-A          November 21, 1989        $26,397,600
           III-B          January 24, 1990          13,833,600
           III-C          February 27, 1990         24,453,600
           III-D          September 5, 1990         13,100,800
           III-E          December 26, 1990         41,826,600
           III-F          March 7, 1991             22,148,400
           III-G          September 20, 1991        12,192,500

     In  general, the  amount  of funds  available for  acquisition of
     producing properties  was equal  to the capital  contributions of
     the  Limited  Partners,  less   15%  for  sales  commissions  and
     organization and management  fees.  All of  the Partnerships have
     fully invested their capital contributions.

     Net  proceeds  from the  Partnerships' operations  less necessary
     operating capital  are distributed  to the Partnerships'  Limited
     Partners  on a quarterly  basis.  Revenues and  net proceeds of a
     Partnership are largely dependent upon the volumes of oil and gas
     sold and the prices received for such oil and gas.  Over the last
     several years, the domestic  energy industry and the Partnerships

                                 -34-
<PAGE>
<PAGE>
     have contended  with volatile,  but  generally low,  oil and  gas
     prices.  Over the last few  years, the oil and gas market appears
     to  have moved from periods  of relative stability  in supply and
     demand  to excess supply or  weakened demand.   These trends have
     led to the volatility in  pricing and demand noted over the  past
     years.  While  the General Partner cannot predict  future pricing
     trends, it believes the working capital available as of September
     30, 1996  and the  net revenue  generated from  future operations
     will  provide  sufficient working  capital  to  meet current  and
     future obligations of the Partnerships.

     During the  nine months  ended September  30, 1996  the following
     Partnerships  sold  their  interests   in  several  oil  and  gas
     properties.  Proceeds from such sales were as follows:

                                       Proceeds for
                                    Nine Months Ended
               Partnership          September 30, 1996

                  III-A                 $264,666
                  III-B                  120,876
                  III-C                   99,500
                  III-D                   37,183
                  III-F                   39,038
                  III-G                   44,321

     Such proceeds will be included in the determination of the amount
     of the  cash distributions to be paid  to the Limited Partners of
     such Partnerships during November 1996.

RESULTS OF OPERATIONS
- ---------------------

     An analysis of the change in net oil and gas  operations (oil and
     gas sales,  less lease operating expenses  and production taxes),
     is  presented  in  the  tables within  "Results  of  Operations".
     Generally, the  Partnerships' operations during  the nine  months
     ended September  30, 1996 reflect  an increase in  total revenues
     compared to the same  periods in 1995.  Management  believes this
     increase  generally  resulted from  an  increase in  oil  and gas
     prices.  Refer to  "Liquidity and Capital Resources" above  for a
     discussion of factors impacting prices.

                                 -35-
<PAGE>
<PAGE>
     PARTNERSHIP III-A            

     THREE  MONTHS ENDED SEPTEMBER 30,  1996 AS COMPARED  TO THE THREE
     MONTHS ENDED SEPTEMBER 30, 1995.

                                   Three months ended September 30,
                                   --------------------------------
                                          1996            1995
                                        --------       ----------
      Oil and gas sales                 $811,194       $1,007,843
      Oil and gas production expenses   $217,222       $  267,961
      Barrels produced                    10,526           16,715
      Mcf produced                       310,142          517,793
      Average price/Bbl                 $  21.53       $    17.74
      Average price/Mcf                 $   1.88       $     1.37

     As shown in  the table above,  total oil and gas  sales decreased
     $196,649 (19.5%) for the three months ended September 30, 1996 as
     compared to the three months ended  September 30, 1995.  Of  this
     decrease, $523,633 was related to the decreases in the volumes of
     oil and natural gas sold, partially offset by a $327,424 increase
     related to the increases in the average prices of oil and natural
     gas sold.  Volumes of oil and natural gas sold decreased by 6,189
     barrels and 207,651 Mcf, respectively, for the three months ended
     September  30,  1996  as  compared  to  the  three  months  ended
     September 30,  1995.   The decrease  in the  volumes of  oil sold
     resulted  primarily from (i)  the shutting-in of  one well during
     the  three  months ended  September 30,  1996  due to  a workover
     performed  in order to improve the recovery of reserves, (ii) the
     normal declines in  production due to diminished  oil reserves on
     three wells during the  three months ended September 30,  1996 as
     compared  to the three months ended September 30, 1995, and (iii)
     a positive prior  period volume adjustment made by  the purchaser
     on one well  during the  three months ended  September 30,  1995.
     The  decrease  in  the  volumes  of  natural  gas  sold  resulted
     primarily from  (i)  the normal  declines  in production  due  to
     diminished natural gas reserves on several wells during the three
     months ended September 30,  1996 as compared to the  three months
     ended September  30, 1995,  (ii) a  positive prior  period volume
     adjustment made by  the purchaser  on one well  during the  three
     months  ended September 30, 1995,  and (iii) the  sale of several
     natural gas producing wells during 1996.  Average oil and natural
     gas  prices increased  to $21.53  per barrel  and $1.88  per Mcf,
     respectively, for the three months  ended September 30, 1996 from
     $17.74  per barrel and $1.37 per Mcf, respectively, for the three
     months ended September 30, 1995.

     Oil  and  gas  production  expenses  (including  lease  operating
     expenses and  production taxes)  decreased $50,739 for  the three
     months ended September 30,  1996 as compared to the  three months
     ended  September 30, 1995.  This decrease resulted primarily from
     (i)  the decreases  in the  volumes of  oil and natural  gas sold

                                 -36-
<PAGE>
<PAGE>
     during the three months  ended September 30, 1996 as  compared to
     the three months ended  September 30, 1995 and (ii)  the decrease
     in  lease operating  expenses due  to the  sale of  several wells
     during  1996.   As  a  percentage of  oil  and  gas sales,  these
     expenses  remained relatively  constant  at 26.8%  for the  three
     months  ended September  30, 1996  as compared  to 26.6%  for the
     three months ended September 30, 1995.

     Depreciation,  depletion,   and  amortization  of   oil  and  gas
     properties  decreased   $499,738  for  the  three   months  ended
     September  30,  1996  as  compared  to  the  three  months  ended
     September 30,  1995.  This  decrease resulted primarily  from (i)
     significant upward  revisions in  the estimates of  remaining oil
     and  natural gas reserves at December 31, 1995, (ii) decreases in
     the volumes of  oil and natural gas sold during  the three months
     ended  September 30, 1996 as  compared to the  three months ended
     September 30, 1995, and (iii) a decrease in capitalized costs due
     to  an impairment provision  recognized in the  fourth quarter of
     1995.    As a  percentage  of  oil and  gas  sales, this  expense
     decreased  to 36.4% for the three months ended September 30, 1996
     from 78.9% for the  three months ended September 30, 1995.   This
     percentage decrease was primarily  due to the dollar  decrease in
     depreciation, depletion,  and amortization related  to the upward
     reserve revisions  and impairment  provision discussed  above and
     the  increases in the average prices of  oil and natural gas sold
     during the three months  ended September 30, 1996 as  compared to
     the three months ended September 30, 1995.

     General  and administrative  expenses  increased  $6,588 for  the
     three  months ended September 30,  1996 as compared  to the three
     months  ended  September  30,   1995.    This  increase  resulted
     primarily  from an increase in legal  and other professional fees
     during the three months  ended September 30, 1996 as  compared to
     the three months ended  September 30, 1995.   As a percentage  of
     oil  and gas  sales, these  expenses increased  to 10.0%  for the
     three months ended  September 30,  1996 from 7.4%  for the  three
     months ended September  30, 1995.   This percentage increase  was
     primarily due to the decreases in the volumes  of oil and natural
     gas  sold during  the three  months ended  September 30,  1996 as
     compared to the three months ended September 30, 1995.

                                 -37-
<PAGE>
<PAGE>
     NINE  MONTHS ENDED  SEPTEMBER 30,  1996 AS  COMPARED TO  THE NINE
     MONTHS ENDED SEPTEMBER 30, 1995.

                                    Nine months ended September 30,
                                    -------------------------------
                                         1996             1995
                                      ----------       ----------
      Oil and gas sales               $2,718,110       $2,729,389
      Oil and gas production expenses $  683,901       $  818,490
      Barrels produced                    35,808           44,684
      Mcf produced                     1,050,856        1,341,673
      Average price/Bbl               $    20.22       $    17.66
      Average price/Mcf               $     1.90       $     1.45

     As  shown in the  table above, total  oil and  gas sales remained
     relatively constant for the nine  months ended September 30, 1996
     as compared to the  nine months ended September 30,  1995.  While
     the average prices  of oil and natural gas sold increased for the
     nine  months ended  September 30,  1996 as  compared to  the nine
     months ended  September 30, 1995,  any resulting increase  in oil
     and  natural gas sales was offset  by decreases in the volumes of
     oil and  natural gas sold.   Volumes of oil and  natural gas sold
     decreased by 8,876 barrels and 290,817 Mcf, respectively, for the
     nine  months ended  September 30,  1996 as  compared to  the nine
     months ended September 30, 1995.   The decrease in the volumes of
     oil  sold resulted primarily from (i) the shutting-in of one well
     during the nine months ended September 30, 1996 due to a workover
     performed  in order to improve the recovery of reserves, (ii) the
     normal declines in  production due to diminished  oil reserves on
     three  wells during the nine  months ended September  30, 1996 as
     compared to the nine months ended September 30, 1995, and (iii) a
     positive  prior period volume adjustment made by the purchaser on
     one well during the  nine months ended  September 30, 1995.   The
     decrease in  the volumes of  natural gas sold  resulted primarily
     from (i)  the  normal declines  in production  due to  diminished
     natural gas  reserves on  several  wells during  the nine  months
     ended September 30,  1996 as  compared to the  nine months  ended
     September  30,   1995,  (ii)  a  positive   prior  period  volume
     adjustment  made by  the purchaser  on one  well during  the nine
     months  ended September 30, 1995,  and (iii) the  sale of several
     wells during the nine  months ended September 30, 1996.   Average
     oil and natural  gas prices  increased to $20.22  per barrel  and
     $1.90 per Mcf, respectively, for  the nine months ended September
     30,  1996 from $17.66 per barrel and $1.45 per Mcf, respectively,
     for the nine months ended September 30, 1995.

     Oil  and  gas  production  expenses  (including  lease  operating
     expenses and  production taxes)  decreased $134,589 for  the nine
     months  ended September 30, 1996  as compared to  the nine months
     ended September 30, 1995.  This decrease was primarily due to the
     decrease in lease operating  expenses due to the sale  of several

                                 -38-
<PAGE>
<PAGE>
     wells during  the nine  months ended September  30, 1996.   As  a
     percentage of  oil and  gas sales,  these  expenses decreased  to
     25.2% for the nine months ended September 30, 1996 from 30.0% for
     the  nine  months  ended September  30,  1995.   This  percentage
     decrease was primarily due to the increases in the average prices
     of  oil and  natural  gas  sold  during  the  nine  months  ended
     September 30, 1996 as compared to the nine months ended September
     30, 1995.

     Depreciation,  depletion,   and  amortization  of  oil   and  gas
     properties   decreased  $1,069,228  for  the  nine  months  ended
     September 30, 1996 as compared to the nine months ended September
     30, 1995.  This decrease resulted  primarily from (i) significant
     upward revisions  in the estimates  of remaining oil  and natural
     gas  reserves at December 31, 1995, (ii) decreases in the volumes
     of  oil and  natural  gas  sold  during  the  nine  months  ended
     September 30, 1996 as compared to the nine months ended September
     30, 1995,  and (iii) a  decrease in capitalized  costs due to  an
     impairment provision  recognized in  the fourth quarter  of 1995.
     As a percentage  of oil and gas sales, this  expense decreased to
     36.9% for the nine months ended September 30, 1996 from 75.9% for
     the  nine  months  ended September  30,  1995.   This  percentage
     decrease   was  primarily   due   to  the   dollar  decrease   in
     depreciation, depletion, and amortization  related to the reserve
     revisions  and  impairment  provision  discussed  above  and  the
     increases  in  the average  prices of  oil  and natural  gas sold
     during  the nine months ended  September 30, 1996  as compared to
     the nine months ended September 30, 1995.

     A  provision   to  reduce  the   carrying  value  of   the  III-A
     Partnership's oil and  gas properties at  September 30, 1995  was
     necessary  due to the unamortized costs of oil and gas properties
     exceeding  the undiscounted value of future net revenues from the
     oil and gas properties.  This provision was due to the  declining
     gas prices  used in projecting  future net revenues  at September
     30, 1995.  No similar provision was necessary for the nine months
     ended September 30, 1996.

     General and administrative expenses increased $7,527 for the nine
     months  ended September 30, 1996  as compared to  the nine months
     ended September 30, 1995.  This increase primarily  resulted from
     an  increase in legal and other professional fees during the nine
     months  ended September 30, 1996  as compared to  the nine months
     ended September 30, 1995.  As  a percentage of oil and gas sales,
     these expenses remained relatively constant at 9.1%  for the nine
     months ended  September 30, 1996 as compared to 8.7% for the nine
     months ended September 30, 1995.

     The Limited  Partners  have received  cash distributions  through
     September  30, 1996  totaling  $19,815,701 or  75.07% of  Limited
     Partners' capital contributions.

                                 -39-
<PAGE>
<PAGE>
     PARTNERSHIP III-B            

     THREE  MONTHS ENDED SEPTEMBER 30,  1996 AS COMPARED  TO THE THREE
     MONTHS ENDED SEPTEMBER 30, 1995.

                                   Three months ended September 30,
                                   --------------------------------
                                          1996            1995
                                        --------        --------
      Oil and gas sales                 $473,499        $550,133
      Oil and gas production expenses   $123,708        $140,397
      Barrels produced                     8,474          11,762
      Mcf produced                       156,741         249,303
      Average price/Bbl                 $  21.57        $  17.59
      Average price/Mcf                 $   1.85        $   1.38

     As shown in  the table above,  total oil and gas  sales decreased
     $76,634  (13.9%) for the three months ended September 30, 1996 as
     compared to the three months ended  September 30, 1995.  Of  this
     decrease, $242,162 was related to the decreases in the volumes of
     oil and natural gas sold, partially offset by a $163,985 increase
     related to the increases in the average prices of oil and natural
     gas sold.  Volumes of oil and natural gas sold decreased by 3,288
     barrels  and 92,562 Mcf, respectively, for the three months ended
     September  30,  1996   as  compared  to  the  three months  ended
     September 30,  1995.   The decrease  in the  volumes of  oil sold
     resulted  primarily from (i)  the shutting-in of  one well during
     the  three  months ended  September 30,  1996  due to  a workover
     performed  in order to improve the recovery of reserves, (ii) the
     normal declines in  production due to diminished  oil reserves on
     several wells during the three months ended September 30, 1996 as
     compared  to the three months ended September 30, 1995, and (iii)
     a positive prior  period volume adjustment made by  the purchaser
     on one well  during the  three months ended  September 30,  1995.
     The  decrease  in  the  volumes  of  natural  gas  sold  resulted
     primarily from  (i)  the normal  declines  in production  due  to
     diminished natural gas reserves on several wells during the three
     months ended September 30,  1996 as compared to the  three months
     ended September  30, 1995,  (ii) a  positive prior  period volume
     adjustment made by  the purchaser  on one well  during the  three
     months  ended September 30, 1995,  and (iii) the  sale of several
     wells  during 1996.  Average oil and natural gas prices increased
     to $21.57 per  barrel and  $1.85 per Mcf,  respectively, for  the
     three  months ended September 30, 1996 from $17.59 per barrel and
     $1.38 per Mcf, respectively, for the three months ended September
     30, 1995.

     Oil  and  gas  production  expenses  (including  lease  operating
     expenses and  production taxes)  decreased $16,689 for  the three
     months ended September 30,  1996 as compared to the  three months
     ended  September 30, 1995.  This decrease resulted primarily from
     the decreases in the volumes of  oil and natural gas sold  during

                                 -40-
<PAGE>
<PAGE>
     the  three months  ended September  30, 1996  as compared  to the
     three months  ended September 30, 1995.   As a  percentage of oil
     and  gas sales,  these expenses  remained relatively  constant at
     26.1% for the three  months ended September 30, 1996  as compared
     to 25.5% for the three months ended September 30, 1995.

     Depreciation,   depletion,  and  amortization   of  oil  and  gas
     properties  decreased   $200,541  for  the  three   months  ended
     September  30,  1996  as  compared  to  the  three  months  ended
     September 30, 1995.   This decrease  resulted primarily from  (i)
     significant upward  revisions in  the estimates of  remaining oil
     and  natural gas reserves at December 31, 1995, (ii) decreases in
     the volumes of oil and  natural gas sold during the  three months
     ended  September 30, 1996 as  compared to the  three months ended
     September 30, 1995, and (iii) a decrease in capitalized costs due
     to an impairment  provision recognized in  the fourth quarter  of
     1995.    As a  percentage  of oil  and  gas  sales, this  expense
     decreased  to 35.0% for the three months ended September 30, 1996
     from 66.6% for the three months  ended September 30, 1995.   This
     percentage decrease was primarily  due to the dollar decrease  in
     depreciation, depletion, and amortization related to  the reserve
     revisions  and  impairment  provision  discussed  above  and  the
     increases  in  the average  prices of  oil  and natural  gas sold
     during the three months  ended September 30, 1996 as  compared to
     the three months ended September 30, 1995.

     General  and  administrative  expenses increased  $3,629  for the
     three  months ended September 30,  1996 as compared  to the three
     months  ended  September  30,   1995.    This  increase  resulted
     primarily from an  increase in legal and  other professional fees
     during the three months  ended September 30, 1996 as  compared to
     the three months  ended September 30, 1995.   As a percentage  of
     oil and gas sales, these expenses increased to 9.0% for the three
     months  ended September 30, 1996  from 7.1% for  the three months
     ended September 30, 1995.  This percentage increase was primarily
     due to the decreases in  the volumes of oil and natural  gas sold
     during the three months  ended September 30, 1996 as  compared to
     the three months ended September 30, 1995.

     NINE  MONTHS ENDED  SEPTEMBER 30,  1996 AS  COMPARED TO  THE NINE
     MONTHS ENDED SEPTEMBER 30, 1995.

                                    Nine months ended September 30,
                                    -------------------------------
                                         1996             1995
                                      ----------       ----------
      Oil and gas sales               $1,559,625       $1,518,951
      Oil and gas production expenses $  376,100       $  431,396
      Barrels produced                    27,882           32,038
      Mcf produced                       532,735          662,367
      Average price/Bbl               $    20.30       $    17.70
      Average price/Mcf               $     1.87       $     1.44

                                 -41-
<PAGE>
<PAGE>
     As shown in the  table above, total  oil and gas sales  increased
     $40,675  (2.7%) for the nine  months ended September  30, 1996 as
     compared to the nine  months ended September 30,  1995.  Of  this
     increase, $368,117 was  related to the  increases in the  average
     prices  of  oil  and natural  gas  sold,  partially  offset by  a
     $326,779  decrease related to the decreases in the volumes of oil
     and  natural gas  sold.   Volumes  of  oil and  natural  gas sold
     decreased by 4,156 barrels and 129,632 Mcf, respectively, for the
     nine  months ended  September 30,  1996 as  compared to  the nine
     months ended September 30, 1995.  The  decrease in the volumes of
     natural gas  sold resulted primarily from (i) the normal declines
     in production due  to diminished natural gas  reserves on several
     wells during the nine months ended September 30, 1996 as compared
     to the nine  months ended  September 30, 1995,  (ii) the sale  of
     several  wells during the  nine months ended  September 30, 1996,
     and (iii) positive  prior period volume  adjustments made by  the
     purchasers on  two wells during  the nine months  ended September
     30, 1995.  Average oil and natural gas prices increased to $20.30
     per barrel and $1.87  per Mcf, respectively, for the  nine months
     ended September 30,  1996 from  $17.70 per barrel  and $1.44  per
     Mcf, respectively, for the nine months ended September 30, 1995.

     Oil  and  gas  production  expenses  (including  lease  operating
     expenses  and production  taxes) decreased  $55,296 for  the nine
     months  ended September 30, 1996  as compared to  the nine months
     ended September 30, 1995.   This decrease resulted primarily from
     (i) a decrease in equipment rental charges on one well during the
     nine  months ended  September 30,  1996 as  compared to  the nine
     months ended September 30,  1995, and (ii) the decrease  in lease
     operating  expenses due to the  sale of several  wells during the
     nine months ended September 30, 1996.  As a percentage of oil and
     gas  sales, these expenses decreased to 24.1% for the nine months
     ended September 30,  1996 from  28.4% for the  nine months  ended
     September  30, 1995.  This  percentage decrease was primarily due
     to  the increases  in the average  prices of oil  and natural gas
     sold  during the nine months ended September 30, 1996 as compared
     to the nine months ended September 30, 1995.

     Depreciation,  depletion,  and   amortization  of  oil   and  gas
     properties decreased $419,661 for the nine months ended September
     30, 1996 as compared to the nine months ended September 30, 1995.
     This decrease  resulted  primarily from  (i)  significant  upward
     revisions  in  the estimates  of  remaining oil  and  natural gas
     reserves at December 31,  1995, (ii) decreases in the  volumes of
     oil and natural gas  sold during the nine months  ended September
     30, 1996 as compared to the nine months ended September 30, 1995,
     and  (iii) a decrease in  capitalized costs due  to an impairment
     provision  recognized  in  the fourth  quarter  of  1995.   As  a
     percentage  of oil and gas sales, this expense decreased to 35.8%
     for the  nine months ended September 30,  1996 from 64.4% for the
     nine months ended  September 30, 1995.  This  percentage decrease
     was  primarily  due  to  the  dollar  decrease  in  depreciation,

                                 -42-
<PAGE>
<PAGE>
     depletion, and amortization related  to the reserve revisions and
     impairment  provision discussed  above and  the increases  in the
     average prices of oil and natural gas sold during the nine months
     ended September 30,  1996 as  compared to the  nine months  ended
     September 30, 1995.

     General and  administrative expenses increased by  $4,804 for the
     nine  months ended  September 30,  1996 as  compared to  the nine
     months  ended  September  30,   1995.    This  increase  resulted
     primarily from  an increase in legal and  other professional fees
     during  the nine months ended  September 30, 1996  as compared to
     the nine months ended September 30, 1995.  As a percentage of oil
     and  gas sales,  these expenses  remained relatively  constant at
     8.3% for the nine  months ended September 30, 1996 as compared to
     8.2% for the nine months ended September 30, 1995.

     The  Limited Partners  have received  cash distributions  through
     September  30, 1996  totaling  $11,585,353 or  83.75% of  Limited
     Partners' capital contributions.

     PARTNERSHIP III-C

     THREE  MONTHS ENDED SEPTEMBER 30,  1996 AS COMPARED  TO THE THREE
     MONTHS ENDED SEPTEMBER 30, 1995.

                                   Three months ended September 30,
                                   --------------------------------
                                          1996            1995
                                        --------        --------
      Oil and gas sales                 $694,017        $529,385
      Oil and gas production expenses   $173,536        $164,441
      Barrels produced                     3,938           6,523
      Mcf produced                       325,447         330,042
      Average price/Bbl                 $  22.23        $  16.12
      Average price/Mcf                 $   1.86        $   1.29
 
     As shown  in the table above,  total oil and gas  sales increased
     $164,632 (31.1%) for the three months ended September 30, 1996 as
     compared to  the three months ended September  30, 1995.  Of this
     increase, $227,980 was  related to the  increases in the  average
     prices of oil and natural gas sold, partially offset by a $57,465
     decrease  related to  the decrease  in the  volumes of  oil sold.
     Volumes  of oil and natural  gas sold decreased  by 2,585 barrels
     and 4,595 Mcf, respectively, for the three months ended September
     30,  1996 as  compared to  the three  months ended  September 30,
     1995.  The decrease in the volumes of oil sold resulted primarily
     from the  normal declines  in production  due  to diminished  oil
     reserves on several wells during the three months ended September
     30,  1996 as  compared to  the three  months ended  September 30,
     1995.  Average oil and natural gas prices increased to $22.23 per
     barrel  and $1.86  per Mcf,  respectively,  for the  three months

                                 -43-
<PAGE>
<PAGE>
     ended September 30,  1996 from  $16.12 per barrel  and $1.29  per
     Mcf, respectively, for the three months ended September 30, 1995.

     Oil  and  gas  production  expenses  (including  lease  operating
     expenses  and production  taxes) increased  $9,095 for  the three
     months ended September 30,  1996 as compared to the  three months
     ended September 30,  1995.  This increase resulted primarily from
     increases in  production taxes  associated with the  increases in
     the average prices  of oil and natural gas sold  during the three
     months ended September 30,  1996 as compared to the  three months
     ended September 30, 1995.  As  a percentage of oil and gas sales,
     these  expenses decreased  to 25.0%  for the  three months  ended
     September  30,  1996  from  31.1%  for  the  three  months  ended
     September  30, 1995.  This percentage  decrease was primarily due
     to the  increases in the  average prices  of oil and  natural gas
     sold during the three months ended September 30, 1996 as compared
     to the three months ended September 30, 1995.

     Depreciation,  depletion,  and   amortization  of  oil  and   gas
     properties  decreased  $280,952  for   the  three  months   ended
     September  30,  1996  as  compared  to  the  three  months  ended
     September 30, 1995.   This decrease  resulted primarily from  (i)
     significant upward  revisions in  the estimates of  remaining oil
     and  natural gas reserves at December 31, 1995, (ii) decreases in
     the  volumes of oil and natural gas  sold during the three months
     ended  September 30, 1996 as  compared to the  three months ended
     September 30, 1995, and (iii) a decrease in capitalized costs due
     to an impairment  provision recognized in  the fourth quarter  of
     1995.   As  a  percentage of  oil  and gas  sales,  this  expense
     decreased  to 37.9% for the three months ended September 30, 1996
     from 102.7% for the three months  ended September 30, 1995.  This
     percentage  decrease was primarily due to  the dollar decrease in
     depreciation, depletion, and amortization related  to the reserve
     revisions  and  impairment  provision  discussed  above  and  the
     increases  in  the average  prices of  oil  and natural  gas sold
     during the three months  ended September 30, 1996 as  compared to
     the three months ended September 30, 1995.

     General and administrative expenses remained  relatively constant
     for  the three months ended September 30, 1996 as compared to the
     three months ended  September 30, 1995.   As a percentage  of oil
     and  gas sales, these expenses  decreased to 10.1%  for the three
     months ended September 30,  1996 from 12.9% for the  three months
     ended September 30, 1995.  This percentage decrease was primarily
     due to the increases in the average prices of oil and natural gas
     sold during the three months ended September 30, 1996 as compared
     to the three months ended September 30, 1995.

                                 -44-
<PAGE>
<PAGE>
     NINE  MONTHS ENDED  SEPTEMBER 30,  1996 AS  COMPARED TO  THE NINE
     MONTHS ENDED SEPTEMBER 30, 1995.

                                    Nine months ended September 30,
                                    -------------------------------
                                         1996             1995
                                      ----------       ----------
      Oil and gas sales               $2,309,688       $1,936,797
      Oil and gas production expenses $  570,849       $  589,550
      Barrels produced                    18,618           20,509
      Mcf produced                     1,057,587        1,196,163
      Average price/Bbl               $    19.97       $    17.28
      Average price/Mcf               $     1.83       $     1.32

     As shown  in the table above,  total oil and gas  sales increased
     $372,891  (19.3%) for the nine months ended September 30, 1996 as
     compared to the  nine months ended  September 30, 1995.   Of this
     increase,  $665,212 was related  to the increases  in the average
     prices  of  oil  and natural  gas  sold,  partially  offset by  a
     $291,357 decrease related to  the decrease in the volumes  of oil
     sold.  Volumes  of oil and  natural gas  sold decreased by  1,891
     barrels and 138,576 Mcf, respectively, for  the nine months ended
     September 30, 1996 as compared to the nine months ended September
     30, 1995.  Average oil and natural gas prices increased to $19.97
     per barrel and $1.83  per Mcf, respectively, for the  nine months
     ended September 30,  1996 from  $17.28 per barrel  and $1.32  per
     Mcf, respectively, for the nine months ended September 30, 1995.

     Oil  and  gas  production  expenses  (including  lease  operating
     expenses  and production  taxes) decreased  $18,701 for  the nine
     months  ended September 30, 1996  as compared to  the nine months
     ended September 30, 1995.  This decrease resulted  primarily from
     (i) a decrease in equipment rental charges on one well during the
     nine  months ended  September 30,  1996 as  compared to  the nine
     months ended  September 30,  1995, (ii) prior  period adjustments
     made by the operator  during the nine months ended  September 30,
     1995  for compression  expenses on several  wells, and  (iii) the
     decrease in lease  operating expenses  due to the  sale of  three
     wells  during the  nine months ended  September 30,  1996.   As a
     percentage  of  oil and  gas sales,  these expenses  decreased to
     24.7% for the nine months ended September 30, 1996 as compared to
     30.4%  for  the  nine months  ended  September  30,  1995.   This
     percentage decrease  was primarily  due to  the increases in  the
     average prices of oil and natural gas sold during the nine months
     ended September 30,  1996 as  compared to the  nine months  ended
     September 30, 1995.

     Depreciation,  depletion,  and  amortization   of  oil  and   gas
     properties  decreased  $1,062,780  for  the  nine   months  ended
     September 30, 1996 as compared to the nine months ended September
     30,  1995.  This decrease resulted primarily from (i) significant
     upward revisions in  the estimates of  remaining oil and  natural

                                 -45-
<PAGE>
<PAGE>
     gas  reserves at December 31, 1995, (ii) decreases in the volumes
     of  oil and  natural  gas  sold  during  the  nine  months  ended
     September 30, 1996 as compared to the nine months ended September
     30, 1995,  and (iii) a  decrease in  capitalized costs due  to an
     impairment provision  recognized in  the fourth quarter  of 1995.
     As a  percentage of oil and gas  sales, this expense decreased to
     38.1%  for the nine months  ended September 30,  1996 from 100.4%
     for  the nine months ended  September 30, 1995.   This percentage
     decrease   was  primarily   due   to  the   dollar  decrease   in
     depreciation, depletion, and amortization  related to the reserve
     revisions  and  impairment  provision  discussed  above  and  the
     increases  in  the average  prices of  oil  and natural  gas sold
     during  the nine months ended  September 30, 1996  as compared to
     the nine months ended September 30, 1995.

     A  provision  to   reduce  the  carrying   value  of  the   III-C
     Partnership's oil  and gas properties  at September 30,  1995 was
     necessary  due to the unamortized costs of oil and gas properties
     exceeding the undiscounted value of future net revenues from  the
     oil and gas properties.  This  provision was due to the declining
     gas prices  used in projecting  future net revenues  at September
     30, 1995.  No similar provision was necessary for the nine months
     ended September 30, 1996.

     General  and administrative expenses remained relatively constant
     for the nine  months ended September 30, 1996 as  compared to the
     nine months ended September 30, 1995.  As a percentage of oil and
     gas sales, these expenses  decreased to 9.6% for the  nine months
     ended September 30,  1996 from  11.5% for the  nine months  ended
     September 30, 1995.   This percentage decrease  was primarily due
     to increases  in the average prices  of oil and natural  gas sold
     during  the nine months ended  September 30, 1996  as compared to
     the nine months ended September 30, 1995.

     The Limited  Partners  have received  cash distributions  through
     September  30, 1996  totaling  $12,353,795 or  50.52% of  Limited
     Partners' capital contributions.

                                 -46-
<PAGE>
<PAGE>
     PARTNERSHIP III-D            

     THREE  MONTHS ENDED SEPTEMBER 30,  1996 AS COMPARED  TO THE THREE
     MONTHS ENDED SEPTEMBER 30, 1995.

                                   Three months ended September 30,
                                   --------------------------------
                                          1996            1995
                                        --------        --------
      Oil and gas sales                 $567,772        $401,695
      Oil and gas production expenses   $207,669        $185,044
      Barrels produced                    10,991           9,797
      Mcf produced                       186,913         202,006
      Average price/Bbl                 $  20.62        $  15.85
      Average price/Mcf                 $   1.82        $   1.22

     As shown in  the table above,  total oil and gas  sales increased
     $166,077 (41.3%) for the three months ended September 30, 1996 as
     compared to the three months ended  September 30, 1995.  Of  this
     increase, $167,936  was related to  the increases in  the average
     prices of oil and natural gas sold and $24,620 was related to the
     increase  in the  volumes  of oil  sold,  partially offset  by  a
     $27,469 decrease  related  to  the  decrease in  the  volumes  of
     natural  gas  sold.   Volumes  of  oil  sold  increased by  1,194
     barrels, while volumes  of natural gas  sold decreased by  15,093
     Mcf for the three months ended  September 30, 1996 as compared to
     the  three  months ended  September 30,  1995.   Average  oil and
     natural gas prices increased  to $20.62 per barrel and  $1.82 per
     Mcf, respectively,  for the three months ended September 30, 1996
     from $15.85 per barrel  and $1.22 per Mcf, respectively,  for the
     three months ended September 30, 1995.

     Oil  and  gas  production  expenses  (including  lease  operating
     expenses and  production taxes)  increased $22,625 for  the three
     months ended September 30,  1996 as compared to the  three months
     ended September 30, 1995.  This increase  resulted primarily from
     the increases  in production taxes associated  with the increases
     in  the average prices  of oil  and natural  gas sold  during the
     three  months ended September 30,  1996 as compared  to the three
     months ended September 30, 1995.  As a percentage of  oil and gas
     sales, these  expenses decreased to  36.6% for  the three  months
     ended  September 30, 1996 from  46.1% for the  three months ended
     September  30, 1995.  This  percentage decrease was primarily due
     to the  increases in the  average prices of  oil and  natural gas
     sold during the three months ended September 30, 1996 as compared
     to the three months ended September 30, 1995.

     Depreciation,  depletion,  and  amortization   of  oil  and   gas
     properties   decreased  $194,217  for   the  three  months  ended
     September  30,  1996  as  compared  to  the  three  months  ended
     September  30, 1995.   This decrease resulted  primarily from (i)
     significant upward revisions in the estimate of remaining natural

                                 -47-
<PAGE>
<PAGE>
     gas  reserves  at December  31, 1995,  (ii)  the decrease  in the
     volumes  of natural  gas  sold  during  the  three  months  ended
     September  30,  1996  as  compared  to  the  three  months  ended
     September 30, 1995, and (iii) a decrease in capitalized costs due
     to an  impairment provision recognized  in the fourth  quarter of
     1995.    As a  percentage  of oil  and  gas  sales, this  expense
     decreased  to 23.7% for the three months ended September 30, 1996
     as compared to  81.8% for  the three months  ended September  30,
     1995.  This percentage  decrease was primarily due to  the dollar
     decrease in depreciation, depletion,  and amortization related to
     the  reserve revisions  and impairment provision  discussed above
     and the increases in  the average prices  of oil and natural  gas
     sold during the three months ended September 30, 1996 as compared
     to the three months ended September 30, 1995.

     General and administrative expenses  decreased $850 for the three
     months ended September 30, 1996 as compared to three months ended
     September 30,  1995.   This  decrease resulted  primarily from  a
     decrease  in  professional fees  during  the  three months  ended
     September  30,  1996  as  compared  to  the  three  months  ended
     September 30,  1995.  As a percentage of oil and gas sales, these
     expenses decreased to 6.7%  for the three months  ended September
     30, 1996 from 9.3% for the three months ended September 30, 1995.
     This  percentage decrease was  primarily due to  the increases in
     the  average prices of oil and natural  gas sold during the three
     months ended September 30,  1996 as compared to the  three months
     ended September 30, 1995.

     NINE  MONTHS ENDED  SEPTEMBER 30,  1996 AS  COMPARED TO  THE NINE
     MONTHS ENDED SEPTEMBER 30, 1995.

                                    Nine months ended September 30,
                                    -------------------------------
                                         1996             1995
                                      ----------       ----------
      Oil and gas sales               $1,665,188       $1,426,959
      Oil and gas production expenses $  598,008       $  577,370
      Barrels produced                    33,069           31,639
      Mcf produced                       565,614          690,232
      Average price/Bbl               $    19.47       $    16.62
      Average price/Mcf               $     1.81       $     1.31

     As shown in  the table above, total  oil and gas sales  increased
     $238,229  (16.7%) for the nine months ended September 30, 1996 as
     compared to the nine  months ended September  30, 1995.  Of  this
     increase, $435,287 was  related to the  increases in the  average
     prices of oil and natural gas sold and $27,842 was related to the
     increase  in the  volumes  of oil  sold,  partially offset  by  a
     $225,559  decrease  related to  the  decrease in  the  volumes of
     natural  gas  sold.   Volumes  of  oil  sold  increased by  1,430
     barrels, while volumes  of natural gas sold decreased  by 124,618
     Mcf for the nine months ended  September 30, 1996 as compared  to

                                 -48-
<PAGE>
<PAGE>
     the nine months ended  September 30, 1995.   The decrease in  the
     volumes of  natural gas sold resulted primarily from (i) positive
     prior period  volume adjustments  made by  the purchasers  on two
     wells during the nine  months ended September 30, 1995,  and (ii)
     the  normal declines in production due  to diminished natural gas
     reserves  on several wells during the nine months ended September
     30, 1996 as compared to the nine months ended September 30, 1995.
     Average oil and natural gas prices increased to $19.47 per barrel
     and  $1.81  per  Mcf,  respectively, for  the  nine  months ended
     September  30, 1996  from $16.62  per barrel  and $1.31  per Mcf,
     respectively, for the nine months ended September 30, 1995.

     Oil  and  gas  production  expenses  (including  lease  operating
     expenses and production taxes) increased by $20,638 for  the nine
     months  ended September 30, 1996  as compared to  the nine months
     ended September 30,  1995.  This increase resulted primarily from
     the increases  in production taxes associated  with the increases
     in the average prices of oil and natural gas sold during the nine
     months  ended September 30, 1996  as compared to  the nine months
     ended September 30, 1995.  As  a percentage of oil and gas sales,
     these  expenses decreased  to  35.9% for  the  nine months  ended
     September 30, 1996 from 40.5% for the nine months ended September
     30,  1995.   This percentage  decrease was  primarily due  to the
     increases  in  the average  prices of  oil  and natural  gas sold
     during  the nine months ended  September 30, 1996  as compared to
     the nine months ended September 30, 1995.

     Depreciation,   depletion,  and  amortization   of  oil  and  gas
     properties  decreased  $701,031  during  the  nine  months  ended
     September 30, 1996 as compared to the nine months ended September
     30, 1995.  This decrease resulted  primarily from (i) significant
     upward  revisions  in  the  estimate  of  remaining  natural  gas
     reserves at December 31,  1995, (ii) the decrease in  the volumes
     of  natural gas sold during  the nine months  ended September 30,
     1996 as compared to the nine months ended September 30, 1995, and
     (iii)  a  decrease  in  capitalized costs  due  to  an impairment
     provision  recognized  in  the fourth  quarter  of  1995.   As  a
     percentage  of oil and gas sales, this expense decreased to 24.5%
     for the nine months ended September 30, 1996 as compared to 77.7%
     for  the nine months ended  September 30, 1995.   This percentage
     decrease   was  primarily   due   to  the   dollar  decrease   in
     depreciation, depletion, and amortization related to  the reserve
     revisions  and  impairment  provision  discussed  above  and  the
     increases  in  the average  prices of  oil  and natural  gas sold
     during  the nine months ended  September 30, 1996  as compared to
     the nine months ended September 30, 1995.

     General and administrative expenses decreased $3,136 for the nine
     months  ended September 30, 1996  as compared to  the nine months
     ended September 30, 1995.  This decrease resulted  primarily from
     decreases in both printing  and postage expenses and professional
     fees  during the nine months ended September 30, 1996 as compared

                                 -49-
<PAGE>
<PAGE>
     to the nine months ended September 30, 1995.  As  a percentage of
     oil and  gas sales, these expenses decreased to 7.2% for the nine
     months ended September  30, 1996  from 8.6% for  the nine  months
     ended  September 30,  1995.   This  percentage decrease  resulted
     primarily from increases in the average prices of oil and natural
     gas  sold  during the  nine months  ended  September 30,  1996 as
     compared to the nine months ended September 30, 1995.

     The  Limited Partners  have  received cash  distributions through
     September  30,  1996 totaling  $5,793,669  or  44.22% of  Limited
     Partners' capital contributions.

     PARTNERSHIP III-E            

     THREE  MONTHS ENDED SEPTEMBER 30,  1996 AS COMPARED  TO THE THREE
     MONTHS ENDED SEPTEMBER 30, 1995.

                                   Three months ended September 30,
                                   --------------------------------
                                         1996             1995
                                      ----------       ----------
      Oil and gas sales               $2,529,876       $1,952,443
      Oil and gas production expenses $1,119,695       $1,107,133
      Barrels produced                    65,854           62,129
      Mcf produced                       624,833          707,758
      Average price/Bbl               $    20.33       $    15.90
      Average price/Mcf               $     1.91       $     1.36

     As  shown in the table  above, total oil  and gas sales increased
     $577,433 (29.6%) for the three months ended September 30, 1996 as
     compared to the  three months ended September 30, 1995.   Of this
     increase, $664,498  was related to  the increases in  the average
     prices of oil and natural gas sold and $75,729 was related to the
     increase  in the  volumes  of oil  sold,  partially offset  by  a
     $158,387  decrease related  to  the decrease  in  the volumes  of
     natural  gas  sold.   Volumes  of  oil  sold  increased by  3,725
     barrels, while volumes  of natural gas  sold decreased by  82,925
     Mcf for the three months ended September 30,  1996 as compared to
     the  three  months ended  September 30,  1995.   Average  oil and
     natural gas prices increased  to $20.33 per barrel and  $1.91 per
     Mcf, respectively, for the three months ended September  30, 1996
     from $15.90 per barrel  and $1.36 per Mcf, respectively,  for the
     three months ended September 30, 1995.

     Oil  and  gas  production  expenses  (including  lease  operating
     expenses and production  taxes) remained relatively  constant for
     the  three months  ended September  30, 1996  as compared  to the
     three months  ended September 30, 1995.   As a percentage  of oil
     and  gas sales, these expenses  decreased to 44.3%  for the three
     months ended September 30,  1996 from 56.7% for the  three months
     ended  September   30,  1995.    This   percentage  decrease  was
     primarily due to the increases in  the average prices of oil  and

                                 -50-
<PAGE>
<PAGE>
     natural gas sold during the three months ended September 30, 1996
     as compared to the three months ended September 30, 1995.

     Depreciation,  depletion,  and   amortization  of  oil   and  gas
     properties  decreased  $283,837   for  the  three  months   ended
     September  30,  1996  as  compared  to  the  three  months  ended
     September 30, 1995.   This decrease  resulted primarily from  (i)
     significant upward revisions in the estimate of remaining natural
     gas  reserves  at December  31, 1995,  (ii)  the decrease  in the
     volumes  of  natural  gas  sold  during  the  three  months ended
     September  30,  1996  as  compared  to  the  three  months  ended
     September 30, 1995, and (iii) a decrease in capitalized costs due
     to an impairment  provision recognized in  the fourth quarter  of
     1995.    As  a percentage  of  oil  and gas  sales,  this expense
     decreased  to 22.3% for the three months ended September 30, 1996
     from 43.4% for the three  months ended September 30, 1995.   This
     percentage decrease was  primarily due to the  dollar decrease in
     depreciation,  depletion, and amortization related to the reserve
     revision  and  impairment  provision  discussed   above  and  the
     increases  in  the average  prices of  oil  and natural  gas sold
     during the three months  ended September 30, 1996 as  compared to
     the three months ended September 30, 1995.

     General and administrative expenses remained  relatively constant
     for the three months  ended September 30, 1996 as compared to the
     three months  ended September 30, 1995.   As a percentage  of oil
     and gas sales,  these expenses  decreased to 4.7%  for the  three
     months  ended September 30, 1996  from 6.1% for  the three months
     ended  September 30,  1995.   This  percentage decrease  resulted
     primarily from increases in the average prices of oil and natural
     gas  sold during  the three  months ended  September 30,  1996 as
     compared to the three months ended September 30, 1995.

     NINE  MONTHS ENDED  SEPTEMBER 30,  1996 AS  COMPARED TO  THE NINE
     MONTHS ENDED SEPTEMBER 30, 1995.

                                    Nine months ended September 30,
                                    -------------------------------
                                         1996             1995
                                      ----------       ----------
      Oil and gas sales               $6,685,261       $6,527,606
      Oil and gas production expenses $3,173,626       $3,569,465
      Barrels produced                   186,855          197,527
      Mcf produced                     1,640,848        2,276,624
      Average price/Bbl               $    19.32       $    16.52
      Average price/Mcf               $     1.87       $     1.43

     As shown  in the table above,  total oil and gas  sales increased
     $157,655 (2.4%) for the  nine months ended September 30,  1996 as
     compared to the  nine months ended  September 30, 1995.   Of this
     increase,  $1,554,791 was related to the increases in the average
     prices  of  oil  and natural  gas  sold,  partially  offset by  a

                                 -51-
<PAGE>
<PAGE>
     $1,395,084 decrease related  to the decreases  in the volumes  of
     oil and  natural gas sold.   Volumes of oil and  natural gas sold
     decreased by  10,672 barrels  and 635,776 Mcf,  respectively, for
     the nine months ended September 30,  1996 as compared to the nine
     months ended September 30, 1995.  The decrease  in the volumes of
     natural  gas sold  resulted primarily  from  significant positive
     prior period  volume adjustments  made by  the purchasers on  two
     wells during the nine  months ended September 30, 1995.   Average
     oil and natural  gas prices  increased to $19.32  per barrel  and
     $1.87 per Mcf, respectively, for the nine months ended  September
     30,  1996 from $16.52 per barrel and $1.43 per Mcf, respectively,
     for the nine months ended September 30, 1995.

     Oil  and  gas  production  expenses  (including  lease  operating
     expenses and  production taxes)  decreased $395,839 for  the nine
     months  ended September 30, 1996  as compared to  the nine months
     ended September 30, 1995.   This decrease resulted primarily from
     the decreases in the  volumes of oil and natural  gas sold during
     the nine months  ended September 30, 1996 as compared to the nine
     months ended September 30, 1995.   As a percentage of oil and gas
     sales,  these expenses  decreased to  47.5% for  the nine  months
     ended September 30,  1996 from  54.7% for the  nine months  ended
     September  30, 1995.  This percentage  decrease was primarily due
     to  the increases  in the average  prices of oil  and natural gas
     sold  during the nine months ended September 30, 1996 as compared
     to the nine months ended September 30, 1995.

     Depreciation,   depletion,  and  amortization   of  oil  and  gas
     properties  decreased  $1,189,204  for   the  nine  months  ended
     September 30, 1996 as compared to the nine months ended September
     30, 1995.  This decrease resulted  primarily from (i) significant
     upward  revisions  in  the  estimate  of  remaining  natural  gas
     reserves at December 31,  1995, (ii) decreases in the  volumes of
     oil and natural gas  sold during the nine months  ended September
     30, 1996 as compared to the nine months ended September 30, 1995,
     and  (iii) a decrease in  capitalized costs due  to an impairment
     provision  recognized  in  the fourth  quarter  of  1995.   As  a
     percentage  of oil and gas sales, this expense decreased to 22.9%
     for the  nine months ended September 30,  1996 from 41.6% for the
     nine months ended September  30, 1995.  This  percentage decrease
     was  primarily  due  to  the  dollar  decrease  in  depreciation,
     depletion, and  amortization related to the  reserve revision and
     impairment  provision discussed  above and  the increases  in the
     average prices of oil and natural gas sold during the nine months
     ended September 30,  1996 as  compared to the  nine months  ended
     September 30, 1995.

     General  and administrative  expenses decreased  $21,419  for the
     nine  months ended  September 30,  1996 as  compared to  the nine
     months  ended  September  30,   1995.    This  decrease  resulted
     primarily from a  decrease in both printing and  postage expenses
     and professional fees  during the nine months ended September 30,

                                 -52-
<PAGE>
<PAGE>
     1996 as compared to the nine months ended September 30, 1995.  As
     a  percentage  of  oil and  gas  sales,  these  expenses remained
     relatively constant at  5.7% for the nine  months ended September
     30, 1996 as compared to 6.1%  for the nine months ended September
     30, 1995.

     The Limited  Partners  have received  cash distributions  through
     September  30, 1996  totaling  $21,861,016 or  52.27% of  Limited
     Partners' capital contributions.

     PARTNERSHIP III-F            

     THREE  MONTHS ENDED SEPTEMBER 30,  1996 AS COMPARED  TO THE THREE
     MONTHS ENDED SEPTEMBER 30, 1995.

                                   Three months ended September 30,
                                   --------------------------------
                                          1996            1995
                                        --------        --------
      Oil and gas sales                 $801,543        $651,456
      Oil and gas production expenses   $214,863        $363,746
      Barrels produced                    20,248          20,738 
      Mcf produced                       221,599         268,999
      Average price/Bbl                 $  21.40        $  15.13
      Average price/Mcf                 $   1.66        $   1.26

     As  shown in the  table above, total oil  and gas sales increased
     $150,087 (23.0%) for the three months ended September 30, 1996 as
     compared to the three  months ended September 30, 1995.   Of this
     increase, $237,627 related to the increases in the average prices
     of  oil and  natural  gas sold,  partially  offset by  a  $78,684
     decrease  related to the decrease  in the volumes  of natural gas
     sold.   Volumes  of  oil and  natural gas  sold decreased  by 490
     barrels and 47,400  Mcf, respectively, for the three months ended
     September  30,  1996  as  compared  to  the  three  months  ended
     September  30, 1995.  The decrease in  the volumes of natural gas
     sold  resulted   primarily  from  (i)  the   normal  declines  in
     production  due to  diminished  natural gas  reserves on  several
     wells  during  the  three  months ended  September  30,  1996  as
     compared to the three  months ended September 30, 1995,  (ii) the
     shutting-in  of one well during the  three months ended September
     30,  1996 due to mechanical  difficulties, and (iii)  the sale of
     three  natural gas producing wells during 1996 and the later part
     of 1995.  Average oil and natural gas prices  increased to $21.40
     per  barrel and $1.66 per Mcf, respectively, for the three months
     ended September 30,  1996 from  $15.13 per barrel  and $1.26  per
     Mcf, respectively, for the three months ended September 30, 1995.

     Oil  and  gas  production  expenses  (including  lease  operating
     expenses and  production taxes) decreased $148,883  for the three
     months ended September 30,  1996 as compared to the  three months
     ended September 30,  1995.  This decrease resulted primarily from

                                 -53-
<PAGE>
<PAGE>
     (i) a downward ownership  adjustment made by the operator  on one
     well  during the nine months  ended September 30,  1996, (ii) the
     shutting-in of  one well during  the nine months  ended September
     30, 1996 due to  mechanical difficulties, (iii) workover expenses
     incurred during the nine months ended September 30, 1995 on three
     wells in order  to improve the  recovery of reserves, and  (iv) a
     decrease in lease operating  expenses due to the sale  of several
     wells during 1996 and the later part of 1995.  As a percentage of
     oil  and gas  sales, these  expenses decreased  to 26.8%  for the
     three  months ended September 30,  1996 from 55.8%  for the three
     months ended  September 30, 1995.   This percentage  increase was
     primarily  due to the dollar  decrease in oil  and gas production
     expenses discussed above and the increases  in the average prices
     of  oil  and  natural gas  sold  during  the  three months  ended
     September  30,  1996  as  compared  to  the  three  months  ended
     September 30, 1995.

     Depreciation,  depletion,  and   amortization  of  oil   and  gas
     properties  decreased  $195,295   for  the  three  months   ended
     September  30,  1996  as  compared  to  the  three  months  ended
     September 30,  1995.  This  decrease resulted primarily  from (i)
     significant  upward revisions  in the  estimate of  remaining oil
     reserves at December 31,  1995, (ii) decreases in the  volumes of
     oil  and natural gas sold during the three months ended September
     30,  1996 as  compared to  the three  months ended  September 30,
     1995,  and  (iii)  a decrease  in  capitalized  costs  due to  an
     impairment provision  recognized in  the fourth quarter  of 1995.
     As a  percentage of oil and gas  sales, this expense decreased to
     38.4%  for the three months  ended September 30,  1996 from 77.2%
     for the three months  ended September 30, 1995.   This percentage
     decrease   was  primarily   due   to  the   dollar  decrease   in
     depreciation,  depletion, and amortization related to the reserve
     revision  and  impairment  provision  discussed   above  and  the
     increases  in  the average  prices of  oil  and natural  gas sold
     during the three months  ended September 30, 1996 as  compared to
     the three months ended September 30, 1995.

     General and administrative  expenses remained relatively constant
     for the three months ended September 30, 1996 as compared  to the
     three  months ended September 30,  1995.  As  a percentage of oil
     and gas sales,  these expenses  decreased to 7.9%  for the  three
     months  ended September 30, 1996  from 9.7% for  the three months
     ended  September 30,  1995.   This  percentage decrease  resulted
     primarily from the  increases in  the average prices  of oil  and
     natural gas sold during the three months ended September 30, 1996
     as compared to the three months ended September 30, 1995.

                                 -54-
<PAGE>
<PAGE>
     NINE  MONTHS ENDED  SEPTEMBER 30,  1996 AS  COMPARED TO  THE NINE
     MONTHS ENDED SEPTEMBER 30, 1995.

                                    Nine months ended September 30,
                                    -------------------------------
                                         1996             1995
                                      ----------       ----------
      Oil and gas sales               $2,257,857       $2,128,643
      Oil and gas production expenses $  926,056       $1,221,030
      Barrels produced                    58,207           60,020
      Mcf produced                       719,068          870,742
      Average price/Bbl               $    19.55       $    16.82
      Average price/Mcf               $     1.56       $     1.28

     As shown  in the table above,  total oil and gas  sales increased
     $129,214 (6.1%) for the  nine months ended September 30,  1996 as
     compared to the  nine months ended  September 30, 1995.   Of this
     increase,  $407,663 was related  to the increases  in the average
     prices  of  oil  and natural  gas  sold,  partially  offset by  a
     $272,055  decrease related to the decreases in the volumes of oil
     and  natural  gas sold.    Volumes of  oil and  natural  gas sold
     decreased by 1,813 barrels and 151,674 Mcf, respectively, for the
     nine  months ended  September 30,  1996 as  compared to  the nine
     months ended  September 30, 1995.  The decrease in the volumes of
     natural gas sold  resulted primarily from (i) the normal declines
     in production due  to diminished natural gas  reserves on several
     wells during the nine months ended September 30, 1996 as compared
     to  the nine  months ended  September 30,  1995, (ii)  a positive
     prior  period volume adjustment made by the purchaser on one well
     during  the  nine months  ended  September  30, 1995,  (iii)  the
     shutting-in of two wells  during the nine months  ended September
     30, 1996 due  to mechanical  difficulties, and (iv)  the sale  of
     three  natural gas producing wells during 1996 and 1995.  Average
     oil and natural  gas prices  increased to $19.55  per barrel  and
     $1.56 per Mcf, respectively, for  the nine months ended September
     30,  1996 from $16.82 per barrel and $1.28 per Mcf, respectively,
     for the nine months ended September 30, 1995.

     Oil  and  gas  production  expenses  (including  lease  operating
     expenses and  production taxes)  decreased $294,974 for  the nine
     months  ended September 30, 1996  as compared to  the nine months
     ended  September 30, 1995.  This decrease resulted primarily from
     (i) a decrease  in lease operating  expenses due  to the sale  of
     three  wells during  the fourth  quarter of  1995, (ii)  workover
     expenses incurred during the nine months ended September 30, 1995
     on  three wells  in order  to improve  the recovery  of reserves,
     (iii) a decrease in lease operating expenses due to the shutting-
     in of  one well during the  nine months ended September  30, 1996
     due  to mechanical  difficulties, and  (iv) a  downward ownership
     adjustment  made  by the  operator on  one  well during  the nine
     months ended  September 30, 1996.  As a percentage of oil and gas
     sales,  these expenses  decreased to  41.0% for  the  nine months

                                 -55-
<PAGE>
<PAGE>
     ended September 30,  1996 from  57.4% for the  nine months  ended
     September 30, 1995.   This percentage decrease was primarily  due
     to  the  dollar  decrease  in oil  and  gas  production  expenses
     discussed  above and the increases  in the average  prices of oil
     and natural gas sold  during the nine months ended  September 30,
     1996 as compared to the nine months ended September 30, 1995.

     Depreciation,  depletion,   and  amortization  of  oil   and  gas
     properties decreased $615,534 for the nine months ended September
     30, 1996 as compared to the nine months ended September 30, 1995.
     This  decrease  resulted primarily  from  (i) significant  upward
     revisions in the  estimate of remaining oil  reserves at December
     31, 1995,  (ii) decreases in the  volumes of oil  and natural gas
     sold  during the nine months ended September 30, 1996 as compared
     to the nine months ended September 30, 1995, and (iii) a decrease
     in capitalized costs due to an impairment provision recognized in
     the  fourth quarter  of 1995.   As  a percentage  of oil  and gas
     sales,  this expense decreased to 42.4% for the nine months ended
     September 30, 1996 from 73.9% for the nine months ended September
     30,  1995.   This percentage  decrease was  primarily due  to the
     dollar  decrease  in  depreciation,  depletion,  and amortization
     related  to   the  reserve  revision  and   impairment  provision
     discussed  above and the increases  in the average  prices of oil
     and natural gas sold  during the nine months ended  September 30,
     1996 as compared to the nine months ended September 30, 1995.

     A   provision  to  reduce   the  carrying  value   of  the  III-F
     Partnership's oil and  gas properties at  September 30, 1995  was
     necessary  due to the unamortized costs of oil and gas properties
     exceeding the undiscounted value of  future net revenues from the
     oil and gas properties.  This  provision was due to the declining
     gas prices  used in projecting  future net revenues  at September
     30, 1995.  No similar provision was necessary for the nine months
     ended September 30, 1996.

     General and administrative expenses decreased $4,232 for the nine
     months  ended September 30, 1996  as compared to  the nine months
     ended September  30, 1995.  This decrease resulted primarily from
     a decrease in both printing and postage expenses and professional
     fees  during the nine months ended September 30, 1996 as compared
     to the nine months ended September  30, 1995.  As a percentage of
     oil and gas sales, these expenses remained relatively constant at
     8.9% for the nine months ended September  30, 1996 as compared to
     9.7% for the nine months ended September 30, 1995.

     The Limited  Partners have  received  cash distributions  through
     September  30,  1996 totaling  $7,976,904  or  36.02% of  Limited
     Partners' capital contributions.

                                 -56-
<PAGE>
<PAGE>
     PARTNERSHIP III-G            

     THREE  MONTHS ENDED SEPTEMBER 30,  1996 AS COMPARED  TO THE THREE
     MONTHS ENDED SEPTEMBER 30, 1995.

                                   Three months ended September 30,
                                   --------------------------------
                                          1996            1995
                                        --------        --------
      Oil and gas sales                 $506,885        $411,277
      Oil and gas production expenses   $144,886        $233,711
      Barrels produced                    14,165          14,935
      Mcf produced                       121,454         146,240
      Average price/Bbl                 $  21.50        $  15.24 
      Average price/Mcf                 $   1.67        $   1.26

     As shown in  the table above,  total oil and gas  sales increased
     $95,608  (23.3%) for the three months ended September 30, 1996 as
     compared to the three months ended  September 30, 1995.  Of  this
     increase, $153,451  was related to  the increases in  the average
     prices  of  oil  and natural  gas  sold,  partially  offset by  a
     decrease  of $57,948 related to  the decreases in  the volumes of
     oil and  natural gas sold.   Volumes of oil and  natural gas sold
     decreased  by 770 barrels  and 24,786 Mcf,  respectively, for the
     three  months ended September 30,  1996 as compared  to the three
     months ended September 30, 1995.   The decrease in the volumes of
     natural gas sold resulted primarily from (i)  the normal declines
     in production  due to diminished natural gas  reserves on several
     wells  during the  three  months  ended  September  30,  1996  as
     compared to the three  months ended September 30, 1995,  (ii) the
     shutting-in of one well  during the three months  ended September
     30 1996 due  to mechanical  difficulties, and (iii)  the sale  of
     four natural gas producing  wells during 1996 and the  later part
     of 1995.  Average oil and natural gas prices increased to  $21.50
     per  barrel and $1.67 per Mcf, respectively, for the three months
     ended September 30,  1996 from  $15.24 per barrel  and $1.26  per
     Mcf, respectively, for the three months ended September 30, 1995.

     Oil  and  gas  production  expenses  (including  lease  operating
     expenses and  production taxes)  decreased $88,825 for  the three
     months ended September 30,  1996 as compared to the  three months
     ended  September 30, 1995.  This decrease resulted primarily from
     (i) a downward ownership  adjustment made by the operator  on one
     well  during the nine months  ended September 30,  1996, (ii) the
     shutting-in of one well during  the three months ended  September
     30, 1996 due to  mechanical difficulties, (iii) workover expenses
     incurred on three wells  during the three months ended  September
     30, 1995 in  order to improve the recovery of  reserves, and (iv)
     the  decrease  in lease  operating expenses  due  to the  sale of
     several  wells during  1996 and  the later  part of  1995.   As a
     percentage  of oil  and gas  sales,  these expenses  decreased to
     28.6%  for the three months  ended September 30,  1996 from 56.8%

                                 -57-
<PAGE>
<PAGE>
     for the three months  ended September 30, 1995.   This percentage
     decrease was primarily due to the increases in the average prices
     of  oil  and  natural gas  sold  during  the  three months  ended
     September  30,  1996  as  compared  to  the  three  months  ended
     September 30, 1995.

     Depreciation,   depletion,  and  amortization   of  oil  and  gas
     properties decreased $97,414 for the three months ended September
     30,  1996 as  compared to  the three  months ended  September 30,
     1995.   This  decrease  resulted primarily  from (i)  significant
     upward  revisions in  the estimate  of remaining oil  reserves at
     December  31,  1995, (ii)  decreases in  the  volumes of  oil and
     natural gas sold during the three months ended September 30, 1996
     as compared to  the three  months ended September  30, 1995,  and
     (iii)  a  decrease in  capitalized  costs  due  to an  impairment
     provision  recognized  in  the fourth  quarter  of  1995.   As  a
     percentage  of oil and gas sales, this expense decreased to 38.0%
     for  the three months ended September 30, 1996 from 70.5% for the
     three months ended September 30, 1995.  This percentage  decrease
     was  primarily  due  to  the  dollar  decrease  in  depreciation,
     depletion, and  amortization related to the  reserve revision and
     impairment  provision discussed  above and  the increases  in the
     average  prices  of oil  and natural  gas  sold during  the three
     months ended September 30,  1996 as compared to the  three months
     ended September 30, 1995.

     General and administrative expenses remained  relatively constant
     for the three months ended September 30, 1996 as compared  to the
     three  months ended September 30,  1995.  As  a percentage of oil
     and gas sales,  these expenses  decreased to 6.9%  for the  three
     months  ended September 30, 1996  from 8.5% for  the three months
     ended  September 30,  1995.   This  percentage decrease  resulted
     primarily from increases in the average prices of oil and natural
     gas  sold during  the three  months ended  September 30,  1996 as
     compared to the three months ended September 30, 1995.

     NINE  MONTHS ENDED  SEPTEMBER 30,  1996 AS  COMPARED TO  THE NINE
     MONTHS ENDED SEPTEMBER 30, 1995.

                                    Nine months ended September 30,
                                    -------------------------------
                                         1996             1995
                                      ----------       ----------
      Oil and gas sales               $1,430,150       $1,334,086
      Oil and gas production expenses $  609,409       $  767,699
      Barrels produced                    41,945           43,318
      Mcf produced                       388,400          469,250
      Average price/Bbl               $    19.58       $    16.83
      Average price/Mcf               $     1.57       $     1.29

     As  shown in the table  above, total oil  and gas sales increased
     $96,064  (7.2%) for the nine  months ended September  30, 1996 as

                                 -58-
<PAGE>
<PAGE>
     compared to the nine  months ended September  30, 1995.  Of  this
     increase, $250,515  was related to  the increases in  the average
     prices  of  oil  and natural  gas  sold,  partially  offset by  a
     $153,818  decrease related to the decreases in the volumes of oil
     and natural  gas  sold.   Volumes  of oil  and natural  gas  sold
     decreased  by 1,373 barrels and 80,850 Mcf, respectively, for the
     nine  months ended  September 30,  1996 as  compared to  the nine
     months ended September  30, 1995.  The decrease in the volumes of
     natural gas sold resulted primarily from (i)  the normal declines
     in production  due to diminished natural gas  reserves on several
     wells during the nine months ended September 30, 1996 as compared
     to  the nine  months ended  September 30,  1995, (ii)  a positive
     prior  period adjustment made by the purchaser on one well during
     the  nine months ended September 30,  1995, (iii) the shutting-in
     of two wells during the nine  months ended September 30, 1996 due
     to mechanical difficulties,  and (iv) the  sale of three  natural
     gas  producing  wells during  1996 and  the  later part  of 1995.
     Average oil and natural gas prices increased to $19.58 per barrel
     and  $1.57 per  Mcf,  respectively,  for  the nine  months  ended
     September  30, 1996  from $16.83  per barrel  and $1.29  per Mcf,
     respectively, for the nine months ended September 30, 1995.

     Oil  and  gas  production  expenses  (including  lease  operating
     expenses and  production taxes)  decreased $158,290 for  the nine
     months  ended September 30, 1996  as compared to  the nine months
     ended September 30,  1995  This decrease  resulted primarily from
     (i) the decrease in lease  operating expenses due to the sale  of
     three wells  during the  fourth  quarter of  1995, (ii)  workover
     expenses incurred  on four  wells during  the  nine months  ended
     September  30, 1995 in order to improve the recovery of reserves,
     (iii)  the shutting-in of one  well during the  nine months ended
     September 30,  1996 due to  mechanical difficulties,  and (iv)  a
     downward  ownership adjustment made  by the operator  on one well
     during the nine months ended September 30, 1996.  As a percentage
     of oil and gas sales,  these expenses decreased to 42.6%  for the
     nine  months ended  September 30,  1996 from  57.5% for  the nine
     months ended September  30, 1995.   This percentage decrease  was
     primarily  due to the decrease in oil and gas production expenses
     discussed  above and increases in  the average prices  of oil and
     natural  gas sold during the nine months ended September 30, 1996
     as compared to the nine months ended September 30, 1995.

     Depreciation,  depletion,   and  amortization  of  oil   and  gas
     properties decreased $299,465 for the nine months ended September
     30, 1996 as compared to the nine months ended September 30, 1995.
     This  decrease  resulted primarily  from  (i) significant  upward
     revisions in the estimate  of remaining oil reserves at  December
     31, 1995,  (ii) decreases in the  volumes of oil and  natural gas
     sold  during the nine months ended September 30, 1996 as compared
     to the nine months ended September 30, 1995, and (iii) a decrease
     in capitalized costs due to an impairment provision recognized in
     the  fourth quarter  of 1995.   As  a percentage  of oil  and gas

                                 -59-
<PAGE>
<PAGE>
     sales,  this expense decreased to 41.8% for the nine months ended
     September 30, 1996 from 67.2% for the nine months ended September
     30,  1995.   This percentage  decrease was  primarily due  to the
     dollar  decrease in  depreciation,  depletion,  and  amortization
     related  to  the   reserve  revision  and  impairment   provision
     discussed  above and the increases  in the average  prices of oil
     and natural gas sold  during the nine months ended  September 30,
     1996 as compared to the nine months ended September 30, 1995.

     A  provision  to   reduce  the  carrying   value  of  the   III-G
     Partnership's oil  and gas properties  at September 30,  1995 was
     necessary  due to the unamortized costs of oil and gas properties
     exceeding the undiscounted value of future  net revenues from the
     oil and gas properties.   This provision was due to the declining
     gas  prices used in  projecting future net  revenues at September
     30, 1995.  No similar provision was necessary for the nine months
     ended September 30, 1996.

     General and administrative expenses decreased $3,227 for the nine
     months  ended September 30, 1996  as compared to  the nine months
     ended September 30, 1995.   This decrease resulted primarily from
     a  decrease in  both printing  and postage  fees and  filing fees
     during  the nine months ended  September 30, 1996  as compared to
     the nine months ended September 30, 1995.  As a percentage of oil
     and  gas sales,  these expenses  remained relatively  constant at
     7.8% for the nine months ended  September 30, 1996 as compared to
     8.6% for the nine months ended September 30, 1995.

     The  Limited Partners  have received  cash distributions  through
     September  30,  1996 totaling  $3,905,287  or  32.03% of  Limited
     Partners' capital contributions.

                                 -60-
<PAGE>
<PAGE>
                      PART II:  OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits:

          27.1 Financial  Data  Schedule containing  summary financial
               information  extracted  from  the  III-A  Partnership's
               financial statements  as of September 30,  1996 and for
               the   nine  months  ended  September  30,  1996,  filed
               herewith.

          27.2 Financial  Data  Schedule containing  summary financial
               information  extracted  from  the  III-B  Partnership's
               financial statements  as of September 30,  1996 and for
               the  nine  months  ended   September  30,  1996,  filed
               herewith.

          27.3 Financial  Data  Schedule containing  summary financial
               information  extracted  from  the  III-C  Partnership's
               financial statements  as of September 30,  1996 and for
               the  nine  months  ended  September  30,  1996,   filed
               herewith.

          27.4 Financial  Data  Schedule containing  summary financial
               information  extracted  from  the  III-D  Partnership's
               financial statements  as of September 30,  1996 and for
               the  nine  months  ended   September  30,  1996,  filed
               herewith.

          27.5 Financial  Data  Schedule containing  summary financial
               information  extracted  from  the  III-E  Partnership's
               financial statements  as of September 30,  1996 and for
               the  nine  months  ended  September  30,   1996,  filed
               herewith.

          27.6 Financial  Data  Schedule containing  summary financial
               information  extracted  from  the  III-F  Partnership's
               financial statements  as of September 30,  1996 and for
               the  nine   months  ended  September  30,  1996,  filed
               herewith.

          27.7 Financial  Data  Schedule containing  summary financial
               information  extracted  from  the  III-G  Partnership's
               financial statements  as of September 30,  1996 and for
               the  nine  months  ended  September   30,  1996,  filed
               herewith.

               All other exhibits are omitted as inapplicable.

                                 -61-
<PAGE>
<PAGE>
     (b)  Reports on Form 8-K:

          Current Reports  on Form 8-K  filed during third  quarter of
          1996:

          Date of event:           July 1, 1996
          Date filed with SEC:     July 8, 1996
          Item included:
               Item 5 - Other Events

          Date of event:           July 17, 1996
          Date filed with SEC:     July 31, 1996
          Item included:
               Item 5 - Other Events


                                 -62-
<PAGE>
<PAGE>
                              SIGNATURES


Pursuant to the requirements  of the Securities Exchange Act  of 1934,
the Registrant has duly caused this  report to be signed on its behalf
by the undersigned, thereunto duly authorized.


                    GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A 
                    GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B 
                    GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C 
                    GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D 
                    GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E 
                    GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F 
                    GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G

                              (Registrant)

                              By:  GEODYNE RESOURCES, INC.            
    
                                   General Partner




Date:  November 14, 1996      By:    /s/Dennis R. Neill
                                 -------------------------------
                                    (Signature)
                                    Dennis R. Neill
                                    President



Date:  November 14, 1996          By:    /s/Patrick M. Hall
                                 --------------------------------    
                                    (Signature)
                                    Patrick M. Hall
                                    Principal Accounting Officer

                                 -63-
<PAGE>
<PAGE>

                           INDEX TO EXHIBITS
                           -----------------

NUMBER    DESCRIPTION
- ------    -----------

27.1      Financial   Data   Schedule  containing   summary  financial
          information extracted from the Geodyne Energy Income Limited
          Partnership III-A's financial statements as of September 30,
          1996 and for the nine months ended September 30, 1996, filed
          herewith.

27.2      Financial   Data   Schedule  containing   summary  financial
          information extracted from the Geodyne Energy Income Limited
          Partnership III-B's financial statements as of September 30,
          1996 and for the nine months ended September 30, 1996, filed
          herewith.

27.3      Financial   Data   Schedule  containing   summary  financial
          information extracted from the Geodyne Energy Income Limited
          Partnership III-C's financial statements as of September 30,
          1996 and for the nine months ended September 30, 1996, filed
          herewith.

27.4      Financial   Data   Schedule  containing   summary  financial
          information extracted from the Geodyne Energy Income Limited
          Partnership III-D's financial statements as of September 30,
          1996 and for the nine months ended September 30, 1996, filed
          herewith.

27.5      Financial   Data   Schedule  containing   summary  financial
          information extracted from the Geodyne Energy Income Limited
          Partnership III-E's financial statements as of September 30,
          1996 and for the nine months ended September 30, 1996, filed
          herewith.

27.6      Financial   Data   Schedule  containing   summary  financial
          information extracted from the Geodyne Energy Income Limited
          Partnership III-F's financial statements as of September 30,
          1996 and for the nine months ended September 30, 1996, filed
          herewith.

27.7      Financial   Data   Schedule  containing   summary  financial
          information extracted from the Geodyne Energy Income Limited
          Partnership III-G's financial statements as of September 30,
          1996 and for the nine months ended September 30, 1996, filed
          herewith.

          All other exhibits are omitted as inapplicable.
<PAGE>

<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000860745
<NAME> GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                         863,274
<SECURITIES>                                         0
<RECEIVABLES>                                  554,842
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             1,418,116
<PP&E>                                      21,347,477
<DEPRECIATION>                              15,825,214
<TOTAL-ASSETS>                               7,219,208
<CURRENT-LIABILITIES>                          103,367
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   7,028,217
<TOTAL-LIABILITY-AND-EQUITY>                 7,219,208
<SALES>                                      2,718,110
<TOTAL-REVENUES>                             2,642,822
<CGS>                                                0
<TOTAL-COSTS>                                1,931,932
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                710,890
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            710,890
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   710,890
<EPS-PRIMARY>                                     2.41
<EPS-DILUTED>                                        0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000863835
<NAME> GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                         433,857
<SECURITIES>                                         0
<RECEIVABLES>                                  340,884
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               774,741
<PP&E>                                      11,633,860
<DEPRECIATION>                               8,696,324
<TOTAL-ASSETS>                               3,881,366
<CURRENT-LIABILITIES>                           38,521
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   3,795,485
<TOTAL-LIABILITY-AND-EQUITY>                 3,881,366
<SALES>                                      1,559,625
<TOTAL-REVENUES>                             1,514,720
<CGS>                                                0
<TOTAL-COSTS>                                1,064,518
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                450,202
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            450,202
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   450,202
<EPS-PRIMARY>                                     2.93
<EPS-DILUTED>                                        0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000863837
<NAME> GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                         599,115
<SECURITIES>                                         0
<RECEIVABLES>                                  461,888
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             1,061,003
<PP&E>                                      22,194,698
<DEPRECIATION>                              16,407,413
<TOTAL-ASSETS>                               6,916,134
<CURRENT-LIABILITIES>                           67,124
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   6,709,201
<TOTAL-LIABILITY-AND-EQUITY>                 6,916,134
<SALES>                                      2,309,688
<TOTAL-REVENUES>                             2,352,180
<CGS>                                                0
<TOTAL-COSTS>                                1,673,876
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                678,304
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            678,304
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   678,304
<EPS-PRIMARY>                                     2.49
<EPS-DILUTED>                                        0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000870229
<NAME> GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                         360,658
<SECURITIES>                                         0
<RECEIVABLES>                                  337,601
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               698,259
<PP&E>                                      12,772,855
<DEPRECIATION>                               9,278,550
<TOTAL-ASSETS>                               4,234,142
<CURRENT-LIABILITIES>                           63,203
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   3,996,406
<TOTAL-LIABILITY-AND-EQUITY>                 4,234,142
<SALES>                                      1,665,188
<TOTAL-REVENUES>                             1,708,089
<CGS>                                                0
<TOTAL-COSTS>                                1,125,920
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                582,169
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            582,169
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   582,169
<EPS-PRIMARY>                                     4.10
<EPS-DILUTED>                                        0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000872121
<NAME> GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                       1,145,272
<SECURITIES>                                         0
<RECEIVABLES>                                1,384,295
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             2,529,567
<PP&E>                                      36,723,914
<DEPRECIATION>                              23,707,734
<TOTAL-ASSETS>                              15,897,516
<CURRENT-LIABILITIES>                          473,126
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                  15,012,206
<TOTAL-LIABILITY-AND-EQUITY>                15,897,516
<SALES>                                      6,685,261
<TOTAL-REVENUES>                             6,734,267
<CGS>                                                0
<TOTAL-COSTS>                                5,081,747
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                              1,652,520
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          1,652,520
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 1,652,520
<EPS-PRIMARY>                                     3.61
<EPS-DILUTED>                                        0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000873739
<NAME> GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                         536,595
<SECURITIES>                                         0
<RECEIVABLES>                                  497,512
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             1,034,107
<PP&E>                                      18,607,082
<DEPRECIATION>                              11,129,519
<TOTAL-ASSETS>                               8,748,939
<CURRENT-LIABILITIES>                          234,499
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   8,253,029
<TOTAL-LIABILITY-AND-EQUITY>                 8,748,939
<SALES>                                      2,257,857
<TOTAL-REVENUES>                             2,272,647
<CGS>                                                0
<TOTAL-COSTS>                                2,085,380
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                187,267
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            187,267
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   187,267
<EPS-PRIMARY>                                     0.63
<EPS-DILUTED>                                        0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000879815
<NAME> GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                         338,773
<SECURITIES>                                         0
<RECEIVABLES>                                  315,921
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               654,694
<PP&E>                                      10,689,138
<DEPRECIATION>                               6,487,989
<TOTAL-ASSETS>                               5,004,077
<CURRENT-LIABILITIES>                          131,800
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   4,714,943
<TOTAL-LIABILITY-AND-EQUITY>                 5,004,077
<SALES>                                      1,430,150
<TOTAL-REVENUES>                             1,446,013
<CGS>                                                0
<TOTAL-COSTS>                                1,317,766
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                128,247
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            128,247
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   128,247
<EPS-PRIMARY>                                     0.81
<EPS-DILUTED>                                        0
        

</TABLE>


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